09:37 EASYKNIT INT'L<01218> - Announcement & Resumption (3) Vendor 2 will enter into a formal agreement in relation to the sale and purchase of Property 2 on substantially the same terms as the Provisional Agreement 2 on or before 3 March 2005. The consideration was reached after arm's length negotiation between the parties with reference to the prevailing market rates, i.e. reported sales prices of comparable shop premises in Causeway Bay in recent transactions. An initial deposit of HK$4,000,000 was paid in cash by the Purchaser on 17 February 2005. Under the Provisional Agreement 2, a further deposit of HK$11,000,000 will be payable by the Purchaser on or before 3 March 2005 and the balance of the consideration of HK$135,000,000 will be payable in cash upon completion. Completion of the disposal of Property 2 is expected to take place on or before 3 August 2005. Property 2 is to be sold subject to Tenancy Agreement 2. Tenancy Agreement 2 is for a term of 3 years from 25 July 2003 to 24 July 2006 for a monthly rent of HK$285,000 (exclusive of rates, management fee and other miscellaneous expenses). To the best of the Directors' knowledge, information and belief, having made all reasonable enquiries, Tenant 2 is an Independent Third Party. Property 2 is the only asset of Vendor 2 and Vendor 2 has no other source of income. The net loss before and after taxation for the financial year ended 31 March 2003 of Vendor 2 was HK$1,110,175. The net profit before and after taxation for the financial year ended 31 March 2004 of Vendor 2 was HK$21,481,489. The net book value of Property 2 was HK$78,000,000 as at 31 March 2003 and HK$98,000,000 as at 31 March 2004. The net liabilities of Vendor 2 were HK$175,649,320 as at 31 March 2003 and HK$154,167,831 as at 31 March 2004. The rental deposit paid by Tenant 2 to Vendor 2 of HK$1,140,000 will be deducted from the final payment of the consideration upon completion. CONDITION PRECEDENT The Disposal will be binding on the Vendors upon the Company having obtained all necessary approvals, if any, in respect of the Disposal pursuant to the Listing Rules, including but not limited to the obtaining of the Shareholder's approval. The Purchaser is entitled to terminate both Provisional Agreement 1 and Provisional Agreement 2 should the Vendors fail to prove good title for either Property 1 or Property 2. TERMINATION Subject to further agreement between the parties, the completion of the Disposal can be delayed provided that Property 1 and Property 2 are disposed of at the same time. If the disposal of either Property 1 or Property 2 is terminated due to the default of either the Vendors or the Purchaser, both Provisional Agreement 1 and Provisional Agreement 2 will be