09:51     UNIVERSAL HOLD<00419>-Announcement&Resumption of Trading(13)        

    The Group has been loss-making for a number of years. The acquisition of  
    the Anglo Alliance Group will diversify the income stream of the          
    Company. The Directors believe that the investment in the Anglo Alliance  
    Group would offer the Company and its shareholders a good opportunity to  
    invest in the media industry in the PRC, in particular the business       
    related to a PRC satellite television channel.                            
                                                                              
    GENERAL                                                                   
                                                                              
    The transactions contemplated under the UHL SP Agreement including the    
    acquisition of the Anglo Alliance Group, the exercise of the Option and   
    the proposed investment in JiCheng under the Investment Agreement,        
    together constitute a very substantial acquisition and connected          
    transaction for the Company under the Listing Rules and therefore are     
    subject to approval by Independent Shareholders at the EGM under Rules    
    14.49 and 14A.18 of the Listing Rules. Completion of the transactions     
    contemplated under the UHL SP Agreement is subject to, among other        
    things, the Whitewash Waiver being granted and approved by the            
    Independent Shareholders in accordance with the Takeovers Code.           
                                                                              
    At the EGM, Mr. Ko and his associates and concert parties are required    
    to abstain from voting for the approval of the transactions under the     
    UHL SP Agreement and the Whitewash Waiver. An independent board           
    committee will be established to consider the transactions under the UHL  
    SP Agreement and the Whitewash Waiver and to advise the Independent       
    Shareholders. Somerley Limited has been appointed to advise the           
    independent board committee and the Independent Shareholders in this      
    regard.                                                                   
                                                                              
    The Company will despatch to the Shareholders a circular containing       
    further details of the Deed, the UHL SP Agreement, the Whitewash Waiver,  
    the recommendation from the independent board committee to the            
    Independent Shareholders, the recommendation from the independent         
    financial adviser to the independent board committee of the Company, the  
    accountants' reports on Orient Ventures, Anglo Alliance, Hao Ge, the      
    Media Company and JiCheng, reports from the financial adviser and the     
    consultant accountants on the Target Profit in accordance with Rule 10    
    of the Takeovers Code and Rule 14.62 of the Listing Rules and a notice    
    convening the EGM. As the transactions contemplated under the UHL SP      
    Agreement, together, constitute a very substantial acquisition and        
    connected transaction for the Company and involve the application for     
    the Whitewash Waiver, the Company is required to despatch the circular    
    to the Shareholders on or before 23 February 2005, being the date 21      
    days from the date of this announcement according to Rules 14.38 and      
    14A.49 of the Listing Rules, and Rule 8.2 of the Takeovers Code.          
                                                                              
    With a view to giving the Shareholders the most up-to-date financial      
    information on the Anglo Alliance Group, the accountants' reports on      
    Orient Ventures, Anglo Alliance, Hao Ge, the Media Company and JiCheng    
    will include financial information up to 31 December 2004. The reporting  
    accountants have indicated that the audit work in connection with the     
    preparation of the accountants' reports cannot be completed in time for   
    inclusion in the Company's circular if such circular were to be           
    despatched within 21 days of the date of this announcement. After         
    considering the tentative audit timetable, applications have been made    
    by the Company to the Stock Exchange and the SFC to extend the deadline   
    for the despatch of the circular to 31 March 2005.                        
                                                                              
    Shareholders should note that each of the Deed and the UHL SP Agreement,  
    each of which is subject to a number of conditions precedent, may or may  
    not be completed. Shareholders are reminded to exercise caution when      
    dealing in the securities of the Company.                                 
                                                                              
    As at the date of this announcement, the board of directors of the        
    Company comprises Mr. Ko (Chairman and executive Director), Mr. Tsoi      
    Tong Hoo Tony (executive Director), Mr. Cheong Chow Yin (non-executive    
    Director), Mr. Yuen Kin, Mr. Wilton Timothy Carr Ingram and Dr. Wong Yau  
    Kar, David (each of whom is an independent non-executive Director). It    
    is proposed that Mr. Dong Ping will be appointed as an executive          
    Director of the Company after completion of the UHL SP Agreement.         
                                                                              
    Trading in the Shares was suspended from 9:30 a.m. on 20 December 2004    
    at the request of the Company pending the issue of this announcement and  
    an application has been made to the Stock Exchange for the resumption of  
    trading of the Shares from 9:30 a.m. on 3 February 2005.                  
                                                                              
    DEFINITIONS                                                               
                                                                              
    In this announcement, unless the context requires otherwise, the          
    following terms have the meanings as set out below:                       
                                                                              
    "Anglo Alliance"        :        Anglo Alliance Co., Ltd., a company      
    incorporated in the British Virgin Islands with limited liability