10:11     NEW SMART<00091> - Announcement (4)                                 

    (ii)   the balance of the consideration of                                
    approximately HK$11.4 million, which is subject to                        
    adjustment, shall be payable by the Company to the                        
    Vendor upon Completion and in the form of the                             
    Convertible Note, details of which are summarized                         
    below.                                                                    
                                                                              
    In respect of the HK$9 million Deposit paid under the                     
    Agreement, the Vendor Guarantor shall provide a                           
    personal guarantee to the Company of such Deposit and                     
    if the Vendor does not refund such Deposit to the                         
    Company, the Vendor Guarantor shall pay the Deposit                       
    of HK$9 million together with interest accrued thereon                    
    on demand to the Company.                                                 
                                                                              
    The Vendor Guarantor further undertakes to the Company                    
    unconditionally and irrevocably to guarantee the due                      
    and punctual performance and observance by the Vendor                     
    of all its obligations under the Agreement and if and                     
    whenever the Company defaults for any reason                              
    whatsoever in the performance of any such obligations,                    
    the Vendor Guarantor shall forthwith upon demand                          
    perform (or procure performance of) and satisfy (or                       
    procure the satisfaction of) such obligations in                          
    regard to which such default has been made.                               
                                                                              
    Conditions Precedent under the Agreement                                  
    Completion of the Agreement is conditional upon:                          
                                                                              
    (a)   the Company being satisfied at its absolute                         
    discretion with the results of the due diligence                          
    review carried out on the Group by the Company or its                     
    representative on the legal, financial and                                
    operational aspect of the Fernleign Group. In this                        
    connection, the Vendor shall provide, or shall procure                    
    the Fernleign Group to provide, all documents,                            
    information and assistance as the Company may require                     
    to enable the Company or its representatives to                           
    complete such exercise in a timely manner;                                
                                                                              
    (b)   the passing of an ordinary resolution by the                        
    Independent Shareholders at the EGM to approve the                        
    terms and conditions of the Agreement and the                             
    transactions contemplated thereunder (including the                       
    issue of the Convertible Note and the Conversion                          
    Shares);                                                                  
                                                                              
    (c)   the granting by the Stock Exchange of an approval                   
    of the listing of, and permission to deal in, the new                     
    Shares which may be issued upon any exercise of the                       
    conversion rights under the Convertible Note;                             
                                                                              
    (d)   the Stock Exchange having raised no objection                       
    to the issue and the terms of the Convertible Note;                       
                                                                              
    (e)   the warranties given by the Vendor under the                        
    Agreement being true and accurate in all material                         
    respects;                                                                 
                                                                              
    (f)   all necessary government approvals and consents,                    
    whether in Hong Kong, the PRC or otherwise, in relation                   
    to the sale and purchase of the Sale Share having been                    
    duly obtained;                                                            
                                                                              
    (g)   the Company having obtained a legal opinion (in                     
    form and substance satisfactory to the Company) at the                    
    costs of the Vendor from a legal adviser in the PRC                       
    qualified to advise on PRC laws and practice and                          
    appointed by the Company, confirming, including but                       
    without limitation, the following issues: (i) Express                     
    Time (Beijing) is duly established and constituted in                     
    accordance with PRC laws and is validly existing; (ii)                    
    the legality of the conduct of business by Express Time                   
    (Beijing) under PRC laws; (iii) the ownership of                          
    Express Time (Beijing) of the website; (iv) whether                       
    any consents and approvals are required from                              
    government authorities in the PRC; and (v) the                            
    legality and validity of all transactions                                 
    contemplated in the Agreement so far as PRC laws is                       
    applicable; and                                                           
                                                                              
    (h)   the consolidated audited net profit of Express                      
    Time (Beijing) for the year ended 31 December 2004                        
    attributable to Fernleign not being less than                             
    approximately RMB2.12 million (or HK$2 million).