09:49 MACROLINK INT'L<00472>-Announcement&Resumption of Trading-4 First Completion First Completion shall, subject to the satisfaction or waiver (as the case may be) of the conditions to the First Completion by the Company, take place on the third Business Day next following the day on which the last of the conditions set out above is fulfilled or waived, or such other time as the parties to the First Sale and Purchase Agreement may agree. Upon the First Completion, the First Target Company will be held as to (i) 70% by the Company (ii) 6.80% by Wu Xiang Dong, a Director (iii) 0.35% by Shu Shi Ping, a Director and (iv) the remaining 22.85% by three individuals who are Independent Third Parties. Pursuant to the First Sale and Purchase Agreement, the Beijing Vendor will have to complete the First Target Company Disposal Agreement to dispose of a 21% equity interest in the First Target Company to an Independent Third Party, Jiang Jian, before the First Completion. Accordingly, Jiang Jian together with two other Independent Third Parties, Peng De Hua (holding a 1.24% interest) and Hou Jia Xin (holding a 0.61% interest), will in aggregate hold a 22.85% interest in the First Target Company upon the First Completion. THE SECOND SALE AND PURCHASE AGREEMENT Date of the Agreement: 23rd February 2005 Parties to the Agreement: (1) The Company (as purchaser) (2) The Malaysia Vendor (as vendor), being MACRO-LINK SDN BHD *, a company incorporated in Malaysia and, through its wholly-owned subsidiary, Macro-Link International, is interested in approximately 74.99% of the entire issued share capital in the Company Assets to be acquired: The Second Target Equity Interest, being 25% equity interest in the Second Target Company. As at the date of this announcement, the remaining 75% interest in the Second Target Company is owned by the First Target Company. Consideration: The consideration for the Second Acquisition is HK$4,407,645 and will be satisfied by cash as to HK$3,966,880.50 (90% of the total consideration) at the Second Completion and HK$440,764.50 (10% of the total consideration) on or before 23rd February 2006, being the first anniversary of the date of the Second 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 Second Sale and Purchase Agreement based on normal commercial terms, and after taking into consideration the unaudited net asset value of the Second Target Company of approximately HK$17,630,581 as at 30th September, 2004. The original investment cost of the Malaysia Vendor in the Second Target Equity Interest upon the incorporation of the Second Target Company in September 2003 was RMB5,000,000 (equivalent to approximately HK$4,716,981). Conditions precedent: Completion of the Second Sale and Purchase Agreement is subject to the following conditions being satisfied (apart from condition (f) which cannot be waived and shall be fulfilled simultaneously upon the Second Completion) or waived (in respect of condition (a) only) on or before 31st December, 2005 (or such other date as the parties to the Second Sale and Purchase Agreement may agree in writing): (a) the Company being satisfied with its "due diligence" review of the legal and financial affairs of the Second Target Company in all material respects; (b) the approval of the Second Sale and Purchase Agrement and the transactions contemplated thereunder by the Independent Shareholders by poll at the SGM in accordance with the Listing Rules; (c) the approvals by all relevant PRC regulatory authorities required to give effect to the Second Acquisition; (d) the completion of all legal formalities to enable the Company or its nominee to become directly or indirectly at and after Second Completion the legal and beneficial owner of the Second Target Equity Interest, including (if applicable):