09:33     RUILI HOLD<00491> - Announcement & Resumption of Trading (2)        

    2.  Anyone Holdings Limited, a wholly-owned subsidiary of the Company,    
    as the purchaser.                                                         
                                                                              
    Property to be acquired:                                                  
                                                                              
    The office on the 2nd Floor of Talon Tower, No.38 Connaught Road West,    
    Hong Kong, occupying a total gross floor area of approximately 6,411      
    square feet. Upon Completion, the Vendor will deliver vacant possession   
    of the Property to the Purchaser.                                         
                                                                              
    Consideration:                                                            
                                                                              
    The aggregate consideration payable by the Purchaser to the Vendor for    
    the acquisition of the Property is HK$21,878,500. A deposit of            
    HK$2,000,000 has been paid by the Purchaser to the Vendor upon signing    
    of the S&P Agreement and the remaining balance of HK$19,878,500 will be   
    paid by the Purchaser to the Vendor in cash upon Completion. The          
    Company intends to fund the consideration by internal resources of the    
    Group.                                                                    
                                                                              
    The consideration was arrived at after arm's length negotiations          
    between the Purchaser and the Vendor with reference to the value of the   
    Property of HK$22,000,000 as at 3 February 2005 as valued by an           
    independent property valuer, Norton Appraisals Limited.                   
                                                                              
    Completion:                                                               
                                                                              
    Subject to the Vendor having proved good title to the Property,           
    Completion shall take place on or before 25 February 2005 or such later   
    date as the Vendor and the Purchaser may agree.                           
                                                                              
    2.  Reasons for and Benefits of the Acquisition                           
                                                                              
    The Company is an investment holding company and its subsidiaries are     
    principally engaged in the manufacturing and selling of multimedia        
    electronic products and toys and games and trading of telecommunication   
    components.                                                               
                                                                              
    The Property is currently licensed to and occupied by the Company as      
    its head office and principal place of business. As stated in the         
    Company's 2004 annual report, it is one of the Company's missions to      
    ensure that Shareholders' funding will be placed in areas where there     
    are high growth and earning potential. The Directors believe that by      
    making the Acquisition, the cash resources of the Company can be better   
    utilized given the gradual recovery of the Hong Kong property market.     
    Besides, the Company will be able to make savings on rental expenses.     
    Taking into account the value of the Property of HK$22,000,000 as at 3    
    February 2005, the Directors consider the terms of the Acquisition to     
    be fair and reasonable and are in the interests of the Company and its    
    shareholders as a whole.                                                  
                                                                              
    3.  General                                                               
                                                                              
    As each of the assets ratio and the consideration ratio (both as          
    defined in Rule 14.07 of the Listing Rules) is more than 5% and less      
    than 25%, the Acquisition constitutes a discloseable transaction for      
    the Company under Rule 14.06 of the Listing Rules. A circular             
    containing further particulars of the Acquisition will be despatched to   
    the Shareholders as soon as practicable in accordance with the            
    requirements of the Listing Rules.                                        
                                                                              
    B.  ISSUE OF NEW SHARES                                                   
                                                                              
    1.  Settlement Agreement I                                                
                                                                              
    Date:                                                                     
                                                                              
    7 February 2005                                                           
                                                                              
    Parties:                                                                  
                                                                              
    1.  The Company as the issuer.                                            
                                                                              
    2.  Ms. Tsim as the subscriber. To the best of the knowledge,             
    information and belief of the Directors, after having made all            
    reasonable enquiries, Ms. Tsim is not connected with APL or any of the    
    directors, chief executive or substantial shareholder(s) of the Company   
    or its subsidiaries or their respective associate(s).                     
                                                                              
    Number of Shares to be subscribed:                                        
                                                                              
    21,732,430 new Shares, representing approximately 4.23% of the existing   
    issued share capital of the Company and approximately 4.04% of the        
    issued share capital of the Company as enlarged by the completion of