10:06     BRIGHT INT'L GP<01163> - Announcement (3)                           

    deduction for adjustments, liabilities and/or breach of warranties of     
    the Vendors. Such Promissory Note is secured by a General Security        
    Agreement executed between the Vendors and RAM. The General Security      
    Agreement, being a general and continuing security, is an additional      
    security for the above deferred payments of US$1,600,000. In case the     
    Purchaser and/or the Company fail(s) to pay the amount of US$1,600,000    
    or any part thereof under the Promissory Note, the Vendors shall have a   
    security interest in all the property of which RAM is or shall become     
    the owner for securing such outstanding payment.                          
                                                                              
    The Consideration is/will be satisfied by the internal resources of the   
    Group.                                                                    
                                                                              
    (6)  Conditions:                                                          
                                                                              
    The Acquisition is conditional upon, among other things, the following    
    conditions being fulfilled (or waived) on or prior to the Completion:     
                                                                              
    (i)  the Group being satisfied with the results of the due diligence      
    review conducted by the Group or its agent on the assets, liabilities,    
    operations and affairs of RAM;                                            
                                                                              
    (ii)  there shall not have occurred an event which may have a material    
    adverse effect on the Acquisition, the right of the Purchaser to own      
    the Sale Shares, or the assets, business, financial condition,            
    earnings, results of operations or prospects of RAM; and                  
                                                                              
    (iii)  all necessary approvals, consents, authorizations, permits,        
    undertakings, guarantees and other relevant documents in relation to      
    the transactions contemplated under the Agreement having been obtained.   
                                                                              
    The above conditions can be waived by the Parties. The Parties have       
    not waived and have no intention to waive the conditions. On              
    Completion, all the conditions have been fulfilled.                       
                                                                              
    INFORMATION OF THE GROUP AND THE PARTIES which ARE CORPORATIONS           
                                                                              
    The Group is principally engaged in the design, manufacture and sale of   
    residential and commercial lighting products and accessories. The         
    Group's products are mainly sold to North America, Mainland China,        
    Asia, Europe and other regions which accounted for approximately 89%,     
    5%, 3%, 2% and 1% of the Group's turnover respectively.                   
                                                                              
    The Purchaser is an indirect wholly-owned subsidiary of the Company. It   
    was incorporated on 11 January 2005. Except for holding the investment    
    in RAM, the Purchaser has no operations and no other assets for the       
    time being.                                                               
                                                                              
    RAM was previously engaged in the manufacture, sale and distribution of   
    (i) decorative residential lighting products and accessories (the         
    "Decorative Residential Lighting Business"); and (ii) pool                
    table/billiard and game room/pool/spa lighting products and accessories   
    (the "Game Room Lighting Business"), which are mainly sold to North       
    America and Canada. The Vendors intend to sell the Decorative             
    Residential Lighting Business in order to focus their efforts on the      
    Game Room Lighting Business. Accordingly, prior to the Acquisition, the   
    Game Room Lighting Business was sold and transferred to 1616352 Ontario   
    Ltd. (the "Sale") and the Decorative Residential Lighting Business        
    remains in RAM which is subsequently taken up by the Purchaser. The       
    Directors consider that the Sale is not part of the Acquisition. The      
    consideration for the Sale is not disclosed since (i) the Sale occurred   
    prior to the Acquisition and is a separate transaction not relevant to    
    the Acquisition and hence, the Group has no right to obtain such          
    commercial information; and (ii) the Game Room Lighting Business          
    involved in the Sale is different from the Decorative Residential         
    Lighting Business acquired by the Group and hence, the consideration of   
    the Sale is not relevant for comparison with the Consideration paid by    
    the Group in acquiring the Decorative Residential Lighting Business.      
                                                                              
    As informed by the Vendors, 1616352 Ontario Ltd. is engaged in the        
    manufacture, sale and distribution of pool table/billiard and game        
    room/pool/spa lighting products and accessories. It is a company          
    incorporated under the laws of Ontario, Canada whose entire issued        
    share capital is beneficially owned as to two-third by Mr Montgomery      
    Kuntz and one-third by Mr Andre St. John.                                 
                                                                              
    According to the unaudited accounts of RAM for each of the two            
    financial years ended 31 March 2003 and 2004, RAM recorded an unaudited   
    profit before tax of approximately C$593,100 (equivalent to               
    approximately HK$3,736,530) and C$303,489 (equivalent to approximately    
    HK$1,911,980) respectively in respect of the Decorative Residential       
    Lighting Business. The unaudited profit after tax of RAM for each of      
    the two financial years ended 31 March 2003 and 2004 was approximately    
    C$408,500 (equivalent to approximately HK$2,573,550) and C$241,989        
    (equivalent to approximately HK$1,524,530) respectively in respect of     
    the Decorative Residential Lighting Business. As at 31 December 2004,