09:11     L & M HOLDING<00746> - Announcement (1)                             

    The Stock Exchange of Hong Kong Limited takes no responsibility           
    for the contents of this announcement, makes no representation            
    as to its accuracy or completeness and expressly disclaims any            
    liability whatsoever for any loss howsoever arising from or in            
    reliance upon the whole or any part of the contents of this               
    announcement.                                                             
                                                                              
    LEE & MAN HOLDING LIMITED                                                 
    (incorporated in the Cayman Islands with limited liability)               
    (Stock Code: 746)                                                         
                                                                              
    ANNOUNCEMENT OF ADJUSTMENTS TO THE CONSIDERATION                          
    MAJOR TRANSACTION                                                         
    DISPOSAL OF INTEREST IN A MAJOR SUBSIDIARY                                
                                                                              
    Further to the announcement of the Company dated 27 August 2004           
    and the circular of the Company dated 20 September 2004, the              
    Company announces the adjustments to the Consideration in                 
    accordance with the Disposal Agreement. The Adjustment Accounts           
    have been finalised and the Consideration shall be adjusted               
    upwards by the amount of US$298,761 (approximately HK$2,330,336).         
    Accordingly, pursuant to the terms of the Disposal Agreement,             
    Silvergear shall pay to Lee & Man Development such shortfall              
    in the amount of US$298,761 (approximately HK$2,330,336) within           
    10 Business Days after 18 February 2005.                                  
                                                                              
    Reference is made to the announcement of the Company dated 27             
    August 2004 and the circular of the Company dated 20 September            
    2004 (the "Circular") in relation to the Disposal Agreement               
    entered into by Lee & Man Development to sell the Sale Shares             
    at the consideration of US$7,000,000 (approximately                       
    HK$54,600,000), subject to any adjustments pursuant to the terms          
    of the Disposal Agreement. Unless otherwise specified, terms              
    used herein shall have the same meanings as defined in the                
    Circular.                                                                 
                                                                              
    As mentioned in the Circular a further announcement would be              
    made in the event of any adjustments to the Consideration.                
    Completion of the Disposal took place on 5 October 2004 and the           
    Adjustment Accounts became available and were delivered to                
    Silvergear on 18 February 2005.                                           
                                                                              
    Under the Adjustment Accounts, the net book value of Foreland's           
    operating subsidiaries as at 30 September 2004 was US$6,468,159.          
    The Attributable Value, being 51% of the net book value of                
    Foreland's operating subsidiaries and by reference to which any           
    adjustments to the Consideration are determined, amounted to              
    US$3,298,761 (approximately HK$25,730,336). Accordingly, the              
    Consideration is less than the aggregate of US$4,000,000                  
    (approximately HK$31,200,000) and the Attributable Value,                 
    representing a shortfall of US$298,761 (approximately                     
    HK$2,330,336). Under the terms of the Disposal Agreement, where           
    the Consideration is less than US$7,298,761 (approximately                
    HK$56,930,336) (representing the aggregate of US$4,000,000                
    (approximately HK$31,200,000) and the Attributable Value), the            
    Consideration shall be adjusted upwards and Silvergear shall              
    pay to Lee & Man Development an amount equal to such shortfall,           
    which is US$298,761 (approximately HK$2,330,336), within 10               
    Business Days after 18 February 2005, being the date on which             
    the Adjustment Accounts were delivered to Silvergear.                     
                                                                              
    The above mentioned adjustments mean that the Disposal Agreement          
    remains only a major transaction (as defined under the Listing            
    Rules) for the Company.