09:45     CHINA VELOCITY<00149> - Announcement (2)                            

    Other Terms:    Additional terms include in summary the following:        
                                                                              
            (i)     The Vendor shall deliver a deed of tax indemnity in favour
    of the                                                                    
    Purchaser on Completion; and                                              
                                                                              
            (ii)    The Vendor, the Purchaser and More Cash shall enter into a
    shareholders deed on Completion.                                          
                                                                              
    The shareholders deed to be entered into on Completion between the        
    Vendor, the Purchaser and More Cash provides in summary the following:    
                                                                              
            (i)     the following matters, among others, will be reserved for 
    the                                                                       
    unanimous approval of all shareholders:                                   
                                                                              
                    (a)     set up or close down any branch or office or      
    create, acquire or                                                        
    dispose of any subsidiary;                                                
                                                                              
                    (b)     dispose of or part with control of any interest in
    all or any                                                                
    material part of the undertaking, business, property or assets            
    (tangible or intangible) of More Cash, or acquire any business,           
    property or assets (tangible or intangible) or any interest therein       
    which would, following such acquisition constitute a material part of     
    the business, property or assets of More Cash; and                        
                                                                              
                    (c)     repayment or prepayment or otherwise reduction by 
    More Cash of                                                              
    the existing shareholder loan owed to the Vendor in the amount to be      
    confirmed on the date of the shareholders deed or any part thereof        
    unless and until the Purchaser exercises its rights under the             
    Agreement to complete its acquisition of 60% of the said existing         
    shareholder loan;                                                         
                                                                              
            (ii)    the shareholders shall have no obligation to provide any  
    loan or                                                                   
    share capital to More Cash and its subsidiaries; and                      
                                                                              
            (iii)   if any shareholder wishes to transfer its shares in More  
    Cash,                                                                     
    it has to offer those shares and any shareholder loan for sale to the     
    other shareholder, provided that for so long as the Purchaser is the      
    holder of 40% of the issued share capital of More Cash, if and to the     
    extent that the disposal relates to 60 shares in More Cash currently      
    held by the Vendor and the existing shareholder loan owed by More Cash    
    to the Vendor, the total price for such 60 shares and 60% of the said     
    existing shareholder loan shall not be more than HK$60,000,000 and the    
    remaining 40% of the said existing shareholder loan shall be assigned     
    to the Purchaser absolutely at the fixed price of HK$1.00                 
    contemporaneously;                                                        
                                                                              
    The restriction on disposal of shares in More Cash shall be deemed to     
    apply to any disposal by the Company of any of its shares or              
    beneficial interest in or effective control of the Vendor such that       
    such disposal shall be treated for the purpose of the Agreement as        
    disposal by the Vendor of its relevant attributable shares, beneficial    
    interest and/or effective control in More Cash.                           
                                                                              
    Notwithstanding the above, the following disposal or transfers may be     
    permitted:                                                                
                                                                              
                    (a)     where the Vendor agrees to sell its shares in More
    Cash and the                                                              
    shareholder loan to the Purchaser; or                                     
                                                                              
                    (b)     where and to the extent that the Vendor agrees to 
    sell and                                                                  
    assign to the Purchaser 40% of the existing shareholder loan owed by      
    More Cash to the Vendor at the price of HK$1.00.                          
                                                                              
    Principal activities of the Company, the Vendor, More Cash and the        
    Purchaser                                                                 
                                                                              
    The Company is principally engaged in property development in the PRC.    
                                                                              
    The Vendor, More Cash and the Purchaser are investment holding            
    companies.                                                                
                                                                              
    Information on More Cash                                                  
                                                                              
    More Cash is a wholly owned subsidiary of the Vendor, and the Vendor      
    is a wholly owned subsidiary of the Company. After completion of the      
    Disposal, More Cash will continue to be a subsidiary of the Company.      
                                                                              
    More Cash derives its profits and turnover mainly from its operating      
    subsidiary, Jiang Nan Property, while the principal source of income      
    of Jiang Nan Property is rental income from the Property. More Cash