09:29     BAOYE GROUP<02355> - Announcement (6)                               

    approximately HK$3,878,337) and RMB98,444,298                             
    (equivalent to approximately HK$92,871,979)                               
    respectively.                                                             
                                                                              
    Consideration                                                             
    The consideration for the Acquisition is                                  
    RMB11,514,000 (equivalent to approximately                                
    HK$10,862,264), payable by the Company to an account                      
    designated by Mr Pang within 30 days immediately after                    
    the completion of the Acquisition.                                        
                                                                              
    The unaudited book value of 19% of equity interests                       
    of Building Materials Industrialisation Company is                        
    RMB18,704,417 (equivalent to approximately                                
    HK$17,645,676) as at 30 June 2004.                                        
                                                                              
    The consideration for the Acquisition was based on                        
    the 19% of the registered capital of Building                             
    Materials Industralisation Company and was arrived                        
    at after arm's length negotiations between the                            
    Company and Mr Pang. The entire registered capital                        
    of Building Materials Industrialisation Company has                       
    been fully paid.                                                          
                                                                              
    Completion                                                                
    Completion of the Acquisition is conditional upon the                     
    followings:                                                               
                                                                              
    (1)     the Acquisition Agreement having been duly                        
    signed by the Company and Mr Pang;                                        
                                                                              
    (2)     the Acquisition having been approved by the                       
    Directors (including the independent non-executive                        
    Directors) and Shareholders in accordance with the                        
    articles of association of the Company and relevant                       
    laws and regulations;                                                     
                                                                              
    (3)     the Acquisition having been disclosed in                          
    accordance with the Listing Rules;                                        
                                                                              
    (4)     the articles of association of Building                           
    Materials Industrialisation Company having been                           
    legally and duly amended so as to reflect the                             
    Acquisition; and                                                          
                                                                              
    (5)     the change relating to the Acquisition having                     
    been filed and registered with relevant                                   
    Administration of Industry and Commerce by Building                       
    Materials Industrialisation Company.                                      
                                                                              
    If any of the conditions, which are not waivable, set                     
    out above shall not have been fulfilled on or before                      
    30 April 2005 or any other day agreed by both parties,                    
    either party is entitled to terminate the Acquisition                     
    Agreement by giving written notice to the other party                     
    and no party shall have any claim against the other.                      
                                                                              
    Relationship between the parties                                          
    In view that Mr Pang is an executive Director and a                       
    substantial shareholder of the Company, Mr Pang is                        
    a connected person of the Company under the Listing                       
    Rules. Accordingly, the Acquisition constitutes a                         
    connected transaction for the Company under the                           
    Listing Rules.                                                            
                                                                              
    Since each of applicable percentage ratios as defined                     
    under Rule 14.07 of the Listing Rules is less than                        
    2.5%, the Acquisition is only subject to the reporting                    
    and announcement requirements set out in Rules 14A.45                     
    and 14A.47 of the Listing Rules and is exempt from                        
    the independent shareholders' approval requirements                       
    under Chapter 14A of the Listing Rules.