09:16 GOLDBOND GROUP<00172> - Announcement (2) Transfer of the Securities The Vendor shall transfer the Securities to the Purchaser in the following manner: (a) upon receipt of HK$5,850,000 from the Purchaser upon execution of the Sale and Purchase Agreement, the Vendor shall transfer the first 6 units of the Securities; (b) upon receipt of the second part of the purchase price, the Vendor shall transfer the remaining 6 units of the Securities to the Purchaser. Other important terms The Purchaser has acknowledged that as at the date of the Sale and Purchase Agreement, the Securities (i.e. the 12 units of Gobi Fund) had an aggregate amount of US$4,500,000 outstanding capital commitment that would be subject to the calls by Gobi Fund from time to time. In relation to: (a) the first 6 units of the Securities transferred and delivered to the Purchaser from the date of the Sale and Purchase Agreement; and (b) the remaining 6 units of the Securities to be transferred and delivered to the Purchaser pursuant to the Sale and Purchase Agreement, the Purchaser, Gobi Fund and the Manager consent and agree that the Purchaser shall assume all of the obligations and liabilities of the Vendor. Gobi Fund and the Manager have approved and consented to the transfer of the Securities from the Vendor to the Purchaser and have agreed to release the Vendor from all of its obligations and liabilities in relation thereto pursuant to the Sale and Purchase Agreement. There is no conditional precedent to the Sale and Purchase Agreement. Completion of the sale of the first 6 units of the Securities has already taken place on 28 February 2005. According to the Sale and Purchase Agreement, completion of the sale of the remaining 6 units of the Securities will take place by 30 December 2005. 2. REASONS FOR AND BENEFITS OF THE DISPOSAL References are made to the Company's announcements made on 20 October 2004 and 4 November 2004 and the Company's Interim Report, the Group's core business is investments in property and finance industries. The Directors consider that it is the strategy of the Group to take every opportunity to expand its strategic business developments in its core business and the Disposal would allow the Group to concentrate its resources in its core business. Therefore, the Board considers that the entering into of the Sale and Purchase Agreement is beneficial to the Group and the Shareholders as a whole. 3. USE OF PROCEEDS The proceeds from the Disposal will be used as general working capital of the Group. 4. GENERAL To the best knowledge, information and belief of the Directors and having made all reasonable enquiries, the Purchaser and its ultimate beneficial owners are independent third parties not connected with the Directors, chief executives, substantial shareholders of the Company or any of its subsidiaries or their respective associates as defined in the Listing Rules. To the best knowledge and belief of the Directors, the Purchaser is an investment holding company. The Disposal constitutes a discloseable transaction of the Company under Chapter 14 of the Listing Rules. A circular containing further details of the Sale and Purchase Agreement will be despatched to the Shareholders as soon as practicable. 5. DEFINITIONS As used in this announcement, the following words and phrases have the same meanings assigned: "Board" the board of Directors "Company" Goldbond Group Holdings Limited (*), a company duly incorporated under the laws of Hong Kong and the ordinary shares of which are listed on the Stock Exchange