09:52     UNIVERSAL HOLD<00419>-Announcement&Resumption of Trading(15)        

    "Option"        :        an option to be granted by Beijing Hua Yi Union  
    to Anglo Alliance to acquire the remaining interests of no less than 2%   
    to no more than 20% in Hao Ge                                             
                                                                              
    "PRC"        :        The People's Republic of China, excluding Hong      
    Kong for the purpose of this announcement                                 
                                                                              
    "Reorganisation"        :        the proposed reorganisation of the       
    Anglo Alliance Group pursuant to the Deed as summarized in the paragraph  
    headed "Information on the Anglo Alliance Group" above in this            
    announcement                                                              
                                                                              
    "SFC"        :        Securities and Futures Commission                   
                                                                              
    "Share(s)"        :        ordinary share(s) of HK$0.01 each in the       
    share capital of the Company                                              
                                                                              
    "Shareholders"        :        holders of Shares                          
                                                                              
    "Stock Exchange"        :        The Stock Exchange of Hong Kong Limited  
                                                                              
    "Takeovers Code"        :        the Code on Takeovers and Mergers        
                                                                              
    "Target Profit"        :        HK$60 million net profit of the Anglo     
    Alliance Group for the 12-month period commencing from the completion     
    date of the Deed in accordance with the accounting policies of the        
    Company and the generally accepted accounting principles in Hong Kong     
                                                                              
    "UHL SP Agreement"        :        the conditional sale and purchase      
    agreement dated 2 February 2005 entered into between the Company and Mr.  
    Ko, in relation to the acquisition of the entire issued share capital of  
    Orient Ventures and assignment of shareholder's loan                      
                                                                              
    "Vendor"        :        Mr. Dong Ping                                    
                                                                              
    "Whitewash Waiver"        :        the waiver from the Executive          
    pursuant to Note 1 of the Note on Dispensations from Rule 26 of the       
    Takeovers Code in respect of any obligation of Mr. Ko and any parties     
    acting in concert with him to make a general offer for all the issued     
    shares in the capital of the Company not already owned by Mr. Ko and his  
    parties acting in concert which might otherwise arise as a result of Mr.  
    Ko subscribing for the new Shares and/or exercising his conversion        
    rights under the Convertible Note under the terms of the UHL SP           
    Agreement                                                                 
                                                                              
    "HK$"        :        Hong Kong dollars, the lawful currency of Hong      
    Kong                                                                      
                                                                              
    "RMB"        :        Renminbi, the lawful currency of the PRC (for the   
    purpose of this announcement HK$1.0 = RMB1.06)                            
                                                                              
    *        For identification purposes only                                 
                                                                              
    By Order of the Board                                                     
    UNIVERSAL HOLDINGS LIMITED                                                
    Johnson Ko Chun Shun                                                      
    Chairman                                                                  
                                                                              
    Hong Kong, 2 February 2005                                                
                                                                              
    The Directors jointly and severally accept full responsibility for the    
    accuracy of the information contained in this announcement and confirm,   
    having made all reasonable inquiries that to the best of their            
    knowledge, opinions expressed in this announcement have been arrived at   
    after due and careful consideration and there are no other facts not      
    contained in this announcement, the omission of which would make any      
    statement in this announcement misleading.                                
                                                                              
    * For the Chinese name, please refer to the full version on HKEX website.