09:16     GOLDBOND GROUP<00172> - Announcement (1)                            

    The Stock Exchange of Hong Kong Limited takes no responsibility for the   
    contents of this announcement, makes no representation as to its          
    accuracy or completeness and expressly disclaims any liability            
    whatsoever for any loss howsoever arising from or in reliance upon the    
    whole or any part of the contents of this announcement.                   
                                                                              
    GOLDBOND GROUP HOLDINGS LIMITED                                           
    (Incorporated in Hong Kong with limited liability)                        
    (Stock code: 0172)                                                        
                                                                              
    DISCLOSEABLE TRANSACTION                                                  
                                                                              
    On 28 February 2005, the Vendor, a wholly-owned subsidiary of the         
    Company, entered into the Sale and Purchase Agreement to sell 12 units    
    of Gobi Fund to the Purchaser at an aggregate consideration of            
    HK$11,700,000 and the Vendor's Contributed Capital Commitment.            
                                                                              
    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.                                      
                                                                              
    1.  THE SALE AND PURCHASE AGREEMENT                                       
                                                                              
    Date                                                                      
                                                                              
    28 February 2005                                                          
                                                                              
    Parties                                                                   
                                                                              
    Vendor:   Dragon Express Investments Limited, a wholly-owned subsidiary   
    of the Company which principal business is investment holding             
                                                                              
    Purchaser:   FDC Special Situations Limited                               
                                                                              
    Fund:  Gobi Fund, Inc.                                                    
                                                                              
    Manager:  Gobi Partners, Inc.                                             
                                                                              
    Assets to be sold                                                         
                                                                              
    12 units of Gobi Fund with each unit comprising one ordinary share of     
    US$1.00 each and 100 redeemable preference shares of US$0.01 each. Gobi   
    Fund is a venture capital fund focusing on early stage investments in     
    the PRC's digital media sector, such as telecommunications, internet      
    and broadcasting.                                                         
                                                                              
    The unaudited book value of the Securities as at 30 September 2004 is     
    approximately HK$11,700,000. The Directors expect that there would be     
    no material profit or loss accrued to the Company as a result of the      
    Disposal.                                                                 
                                                                              
    Upon transfer of the Securities to the Purchaser pursuant to the Sale     
    and Purchase Agreement, the Company will not have any interest in Gobi    
    Fund. According to the interim report of the Company for the six months   
    ended 30 September 2004 (the "Interim Report"), the Securities were       
    classified as other investments under the "non-current assets" item.      
                                                                              
    Consideration and payment terms                                           
                                                                              
    The purchase price payable by the Purchaser to the Vendor comprises the   
    following:                                                                
                                                                              
    (a)  for the first 6 units of the Securities, HK$5,850,000 forthwith      
    upon execution of the Sale and Purchase Agreement; and                    
                                                                              
    (b)  for the remaining 6 units of the Securities, an aggregate of         
    HK$5,850,000 and the Vendor's Contributed Capital Commitment on or        
    before 30 December 2005.                                                  
                                                                              
    Under the Sale and Purchase Agreement, apart from HK$5,850,000, as part   
    of the consideration for the remaining 6 units of the Securities, the     
    Purchaser shall pay to the Vendor the amount which the Vendor may have    
    paid to Gobi Fund pursuant to the Subscription Agreement in relation to   
    the remaining 6 units of the Securities for the period from the date of   
    the Sale and Purchase Agreement to 30 December 2005 (or the date at       
    which the 6 units of the Securities have been transferred to the          
    Purchaser pursuant to the Sale and Purchase Agreement). For further       
    details of the Subscription Agreement, please refer to the announcement   
    issued by the Company on 15 December 2003.                                
                                                                              
    The purchase price was determined with reference to the unaudited book    
    value of the Securities (i.e. HK$11,700,000) as at 30 September 2004      
    after an arm's length negotiation between the Vendor and the Purchaser.