09:24     MEDTECH GROUP<01031> - Announcement (2)                             

    Parties:        Same as the parties to the Provisional Sale               
    and Purchase Agreement                                                    
                                                                              
    Assets to be acquired and the Consideration                               
    The assets under the Acquisition include Grandview                        
    Hotel, at 142, Estrada Governador Albano de Oliveira,                     
    Taipa, Macau, and all the fixed assets therein.                           
                                                                              
    The Consideration remains unchanged at                                    
    HK$500,000,000 as disclosed in the Announcement. As                       
    at the date of this announcement, HK$50,000,000 out                       
    of the Consideration of HK$500,000,000 has been paid                      
    by Futuremind as deposit.                                                 
                                                                              
    Conditions                                                                
    Completion of the Acquisition is conditional upon:                        
                                                                              
    (a)     the passing by the Independent Shareholders in                    
    the First SGM of the necessary resolution approving                       
    the Acquisition and the issue of the Consideration                        
    Shares in accordance with the Listing Rules; and                          
                                                                              
    (b)     the Stock Exchange granting the listing of, and                   
    permission to deal in the Consideration Shares.                           
                                                                              
    A legal opinion confirming, inter alia, the validity                      
    and/or legality of i) the acquisition of Grandview                        
    Hotel in which Grandview Casino is operated by SJM;                       
    ii) the existing arrangements for operation of the                        
    Grandview Casino; iii) the future arrangements, after                     
    completion of the Formal Sale and Purchase Agreement                      
    and the transactions contemplated thereunder                              
    pursuant to the Agreement Between Futuremind and SJM                      
    under which Futuremind provides floor space to SJM                        
    for its operation of Grandview Casino; and iv) the                        
    expansion of operations of Grandview Casino by SJM                        
    under the Agreement Between Futuremind and SJM, all                       
    being in compliance with the Macau Laws and not in                        
    contravention of the Gambling Ordinance of the Laws                       
    of Hong Kong, has to be available to Futuremind prior                     
    to completion of the Formal Sale and Purchase                             
    Agreement.                                                                
                                                                              
    If the conditions set out above shall not have been                       
    fulfilled or waived by 5:00 p.m. (Hong Kong time) on                      
    31 March 2005 (or such later date as the parties may                      
    agree), everything contained in the Formal Sale and                       
    Purchase Agreement shall be null and void and of no                       
    effect provided that the deposit paid by Futuremind                       
    to the Vendor shall not be refundable to Futuremind                       
    in such event.                                                            
                                                                              
    As at the date of this announcement, the conditions                       
    to the Formal Sale and Purchase Agreement are yet to                      
    be fulfilled. Completion of the Acquisition, subject                      
    to Independent Shareholders' approval at the special                      
    general meeting of the Company on 10 March 2005, is                       
    expected to take place on or before 31 March 2005.                        
                                                                              
    By order of the board of                                                  
    Medtech Group Company Limited                                             
    Cheung Yu Shum, Jenkin                                                    
    Chairman                                                                  
                                                                              
    8 March 2005, Hong Kong                                                   
                                                                              
    *  For identification purposes only                                       
                                                                              
    As at the date of this announcement, the executive                        
    Directors are Mr. Cheung Yu Shum, Jenkin, Mr. Chu Yuk                     
    Kuen, Mr. Wong Hin Shek, Hans and Mr. Ng Tak                              
    Chak, Nelson, and the independent non-executive                           
    Directors are Mr. Shum Ka Hei, Mr. Chan Chi Yuen and                      
    Mr. Wong King Shiu, Daniel.