09:20     UNIVERSAL HOLD<00419>-Announcement&Resumption of Trading(2)         

    the Vendors (within the meaning of the Takeovers Code).                   
                                                                              
    Placing price        :        HK$0.12 per Share, which was determined     
    after arm's length negotiation between the Vendors and the Placing Agent  
    and represents (i) a discount of approximately 17.8% to the closing       
    price per Share of HK$0.146 on 18 February 2005, being the day            
    immediately prior to the suspension of trading in the Shares on the       
    Stock Exchange; and (ii) a discount of approximately 14.9% to the         
    average closing price per Share of approximately HK$0.141 for the last    
    five trading days up to and including 18 February 2005.                   
                                                                              
    Placing         :        2.5% of the amount equal to the Placing Price    
    multiplied by the number of Placing                                       
      commission                Shares placed by the Placing Agent.           
                                                                              
    Number of         :        up to 654,850,000 Shares (as to up to          
    224,850,000 Shares  by Kwan Wing and as to                                
      Placing                 up to 430,000,000 Shares by Techral),           
    representing approximately 20.0%                                          
      Shares                of the existing issued share capital of the       
    Company and approximately 16.7% of the issued share capital of the        
    Company as enlarged by the Subscription.                                  
                                                                              
    Completion of the Placing                                                 
                                                                              
    The Placing is unconditional and completion shall take place on 28        
    February 2005.                                                            
                                                                              
    The Vendors shall bear all the costs and expenses in relation to the      
    Placing and if the Subscription proceeds with completion, the Company     
    shall reimburse all the costs and expenses incurred in relation to the    
    Placing and the Subscription.                                             
                                                                              
    The Subscription                                                          
                                                                              
    Issuer        :        The Company                                        
                                                                              
    Subscribers        :        (1)        Kwan Wing; and                     
                                                                              
                    (2)        Techral.                                       
                                                                              
    Subscription         :        HK$0.12 per Subscription Share              
      Price                                                                   
                                                                              
    Number of         :        up to 654,850,000 Shares (as to up to          
    224,850,000 Shares by Kwan Wing and                                       
      Subscription                 as to up to 430,000,000 Shares by          
    Techral). The number of Share to be                                       
      Shares                subscribed by Kwan Wing and Techral shall be      
    equal to the number of Shares sold by them respectively under the         
    Placing.                                                                  
                                                                              
    General         :        The Subscription Shares will be allotted and     
    issued pursuant to the general                                            
      mandate to                 mandate granted to the Directors at the      
    annual general meeting of the Company                                     
      issue the                 held on 30 June 2004 pursuant to which the    
    Directors are authorised to allot                                         
      Subscription                 and issue up to 20% of the issued share    
    capital of the Company as at                                              
      Shares                the date of passing of the resolution approving   
    the said general mandate.                                                 
                                                                              
    Ranking        :        The Subscription Shares, when fully paid for and  
    issued, will rank pari passu in all respects among themselves and with    
    the other Shares in issue on the date of allotment of the Subscription    
    Shares pursuant to the Placing and Subscription Agreement.                
                                                                              
    Conditions and completion of the Subscription                             
                                                                              
    Completion of the Subscription is conditional upon fulfillment of the     
    following conditions:                                                     
                                                                              
    (i)        completion of the Placing; and                                 
                                                                              
    (ii)        granting of the approval by the Stock Exchange for the        
    listing of and permission to deal in such number of the Subscription      
    Shares to be subscribed under the Subscription.                           
                                                                              
    Completion of the Subscription shall take place on the next Business Day  
    after the fulfillment of the conditions set out above, provided that      
    such date shall fall within 14 days after the date of the Placing and     
    Subscription Agreement.                                                   
                                                                              
    If the conditions set out above are not fulfilled within 14 days after