09:34 FORTE<02337> - Announcement (2) The Vendor is responsible for site clearance. Provision of public utilities will be as of the current status. Delivery of the New Site for vacant possession by the Vendor shall be on or before 31 December 2005. Summary of the terms of the New Site Land Use Rights Grant Contract Consideration The consideration payable by the Company for the acquisition of the New Site is RMB 70,790,000 which was the price offered and indicated by the Company in its tender submitted to the Land Bureau. The consideration was determined with reference to current market price in Wuxi and the consideration for the acquisition of the Old Sites. Payment terms The consideration of RMB70,900,000 for the acquisition of the New Site shall be paid by the Company by instalments in the following manner: (i) a guarantee payment of RMB20,000,000 was made by the Company when it submitted its tender to the Land Bureau in November 2004 (`Guarantee Payment'); (ii) a deposit of RMB14,160,000, being 20% of the consideration, shall be paid by the Company within three days from the date of the New Site Land Use Rights Grant Contract. The entire sum of the deposit will be deducted from the Guarantee Payment; (iii) The first instalment of RMB7,080,000, being 10% of the consideration, shall be paid by the Company within three days from the date of the New Site Land Use Rights Grant Contract. A sum of RMB5,840,000, being the balance of the Guarantee Payment, will be paid out of the Guarantee Payment to form part of the first instalment; and (iv) The second instalment of RMB49,550,000, being 70% of the consideration, shall be paid by the Company within three months from the date of the New Site Land Use Rights Grant Contract. It was agreed between the Company and the Vendor that application will be made by the Company to the Land Bureau within 30 days from the full payment of the consideration for the issuance of the land use rights certificate of the New Site in the name of the Company. Funding The consideration payable by the Company for the acquisition of the New Site is intended to be funded by internal financial resources of the Group. It is expected that the acquisition of the New Site will have no adverse impact on the cash flow of the Group. Reasons for the acquisition of the New Sites The Group plans to develop a residential development project on a parcel of land which comprises the New Site and the Old Sites. It is proposed by the Company that the total GFA of the residential development project amounts to approximately 400,000 sq.m. with approximately 3,000 residential units. The total investment cost is estimated to be approximately RMB1 billion. However, the development plans of the residential development project are still subject to approvals of the relevant authorities in Wuxi. The Directors are of the opinion that the acquisition of the New Site is in the interest of the Company and its shareholders as a whole as it will increase the site area and the proposed GFA of the residential development project to be developed by the Group. The Directors confirmed that the terms of the New Site Land Use Rights Grant Contract is fair and reasonable and in the interests of the Company and its shareholders as a whole. Information on the Vendor The Vendor is the Land Bureau, a governmental department in the PRC. To the best of the Directors' knowledge, information and belief, and having made due enquiry, the Vendor is an Independent Third Party. Implications under the Listing Rules Since the Group intends to develop a single residential development project on a parcel of land which comprises both the New Site and the Old Sites, the acquisition of the New Site would be aggregated to the acquisition of the Old Sites based on the principle of aggregation of transactions under the Listing Rules and is therefore considered as a discloseable transaction of the Company under the Listing Rules. A circular containing details of the acquisition of the New Site will be dispatched to the shareholders of the Company as soon as practicable. General