09:48 MACROLINK INT'L<00472>-Announcement&Resumption of Trading-2 A circular containing, amongst other things, (i) a notice convening the SGM for approving the Acquisitions; (ii) further details relating to the Acquisitions; (iii) a letter from the Independent Board Committee to the Independent Shareholders in relation to the Acquisitions; and (iv) a letter from an independent financial adviser to be appointed to advise the Independent Board Committee and the Independent Shareholders on the Acquisitions will be dispatched to the Shareholders as soon as practicable. Change of Financial Year-End Date The Board announces that the financial year-end date of the Company will be changed from 30th June to 31st December from the financial year ended 30th June, 2004 with immediate effect. Resumption of Trading At the request of the Company, trading in the Shares on the Stock Exchange was suspended from 9:30 a.m. on 31st December, 2004, pending the issue of this announcement. An application has been made by the Company to the Stock Exchange for the resumption of trading in the Shares on the Stock Exchange from 9:30 a.m. on 24th February, 2005. THE FIRST SALE AND PURCHASE AGREEMENT Date of the Agreement: 23rd February 2005 Parties to the Agreement: (1) The Company (as purchaser) (2) The Beijing Vendor (as vendor), being *, a company established under the laws of the PRC and which, as at the date of this announcement, is owned (i) as to 90% by Macro-Link Holdings, a company in which Fu Kwan, a Director, has a 41% interest and (ii) as to 10% by Hai Da Company, an associate of Fu Kwan, a Director Assets to be acquired: The First Target Equity Interest, being 70% equity interest in the First Target Company. Consideration: The consideration for the First Acquisition is HK$65,000,000 and will be satisfied by cash as to HK$58,500,000 (90% of the total consideration) at the First Completion and HK$6,500,000 (10% of the total consideration) on or before 23rd February 2006, being the first anniversary of the date of the First Sale and Purchase Agreement. The Company will fund the consideration out of internal resources. The consideration was determined after arm's length negotiations between the parties to the First Sale and Purchase Agreement based on normal commercial terms, and a price/earnings ratio of approximately 5.79 times, calculated based on the net profit of the First Target Group of approximately HK$16.04 million (approximately HK$11.23 million in respect of the First Target Equity Interest) as shown in the unaudited management financial statements of the First Target Group for the year ended 31st December, 2003. For comparison purpose, the price/earnings ratio of comparable companies in similar industries in Hong Kong and the PRC was in the range of 15.54 to 35.77 times. Given the consideration for the First Acquisition of HK$65,000,000 which yields a price/earnings ratio of 5.79 times is well below the price/earnings ratio range of such comparable companies (which implies that the consideration for the First Acquisition in comparison to the earnings of the First Target Group is substantially lower when compared to comparable companies in similar industries), the executive Directors consider that the consideration for the First Acquisition is fair and reasonable and provides a good investment opportunity for the Company. The original purchase cost of the First Target Equity Interest to the Beijing Vendor was RMB44,163,552 (equivalent to approximately HK$41,663,729) in aggregate and the purchases took place in March 2002 and December 2003. Conditions precedent: Completion of the First Sale and Purchase Agreement is subject to the following conditions being satisfied (apart from condition (f) which cannot be waived and is to be fulfilled simultaneously upon the First Completion) or waived (in respect of condition (a) only) on or before 31st December, 2005 (or such other date as the parties to the First Sale and Purchase Agreement may agree in writing):