09:21 UNIVERSAL HOLD<00419>-Announcement&Resumption of Trading(5) an aggregate principal amount of HK$287,318,027 to settle part of the consideration under the UHL SP Agreement; details of which have been set out in the Announcement "Deed" the deed dated 2 February 2005 for the conditional sale and purchase of the entire issued share capital of Anglo Alliance Co., Ltd. and assignment of shareholder's loan entered into between Mr. Dong Ping, Orient Ventures Limited, Mr. Ko and the Company; details of which have been set out in the Announcement "Directors" director(s) of the Company "Executive" the Executive Director of the Corporate Finance Division of The Securities and Futures Commission of Hong Kong or any of his/her delegates "Group" the Company and its subsidiaries "Mr. Ko" Mr. Ko Chun Shun, Johnson, chairman and executive director of the Company "Listing Rules" the Rules Governing the Listing of Securities on the Stock Exchange "Placing Agent" Goldbond Securities Limited, which is a licensed corporation for Type 1 regulated activity (dealing in securities) and Type 4 regulated activity (advising on securities) under the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) and the placing agent of the Placing "Placing and the placing, underwriting and subscription agreement dated 22 February 2005 Subscription entered into between the Company, the Vendors and the Placing Agent Agreement" in relation to the Placing and the Subscription "Placing Price" HK$0.12 per Placing Share "Placing Shares" an aggregate of 654,850,000 existing Shares to be placed by the Placing Agent under the Placing "Share(s)" ordinary share(s) of HK$0.01 each in the issued share capital of the Company "Stock Exchange" The Stock Exchange of Hong Kong Limited "Subscription" the subscription for the Subscription Shares by the Vendors pursuant to the Placing and Subscription Agreement "Subscription Price" HK$0.12 per Placing Share "Subscription Shares" an aggregate of 654,850,000 new Shares to be subscribed by the Vendors under the Subscription "Takeovers Code" the Hong Kong Code on Takeovers and Mergers; "UHL SP Agreement" the conditional sale and purchase agreement dated 2 February 2005 and entered into between the Company and Mr. Ko, in relation to the acquisition of the entire issued share capital of Orient Ventures Limited (a company wholly owned by Mr. Ko) and assignment of relevant shareholder's loan; details of which have been set out in the Announcement "Vendors" Kwan Wing Holdings Limited and Techral Holdings Limited "Whitewash Waiver" has the same meaning as defined in the Announcement "HK$" Hong Kong dollars, the lawful currency of Hong Kong By Order of the Board UNIVERSAL HOLDINGS LIMITED Johnson Ko Chun Shun Chairman 23 February 2005, Hong Kong The Directors jointly and severally accept full responsibility for the accuracy of the information contained in this announcement and confirm, having made all reasonable inquiries that to the best of their knowledge, opinions expressed in this announcement have been arrived at after due and careful consideration and there are no other facts not contained in this announcement, the omission of which would make any statement in this announcement misleading.