09:21 CHINA INV HOLD<00132> - Announcement (2) accounts for the accounts for the year ended 31st year ended 31st December, 2004 December, 2003 Wise Lite Limited HK$2,705 HK$3,905 Skyway Limited HK$2,705 HK$3,905 Fairwind HK$2,705 HK$3,905 International Limited (e) Consideration The aggregate consideration payable by the Purchaser to the Vendors in relation to the Disposal is RMB51 million (equivalent to approximately HK$48.11 million). Such consideration was arrived at after arm's length negotiations and was determined with reference to the value of RMB50 million (equivalent to approximately HK$47.17 million) in respect of the Sale Land as stated in the valuation report dated 4th February, 2005 issued by Associated Surveyors & Auctioneers Ltd. appointed by the Company, an Independent Third Party. The Disposal involves a loss of approximately RMB33.8 million (equivalent to approximately HK$31.89 million) to the Group, which loss is the difference between the book value of HK$80 million in respect of the Sale Land as at 30th June, 2004 as included in the interim results of the Company for the six months ended 30th June, 2004 and the aggregate consideration of RMB51 million (equivalent to approximately HK$48.11 million) of the Disposal. (f) Payment terms and termination The aggregate consideration of RMB51 million (equivalent to approximately HK$48.11 million) in relation to the Disposal shall be paid by the Purchaser in the following manner:- (i) A deposit of RMB5.1 million (equivalent to approximately HK$4.81 million) has been paid by the Purchaser upon the signing of the Preliminary Agreement. If the Purchaser is in breach of the terms of the Preliminary Agreement or the Preliminary Agreement lapses due to the Purchaser solely, the initial deposit of RMB5.1 million (equivalent to approximately HK$4.81 million) paid by the Purchaser shall be forfeited by the Vendors. If the Vendors fail to transfer the land use right of the Sale Land or the Sale Shares to the Purchaser due to the Vendors solely, the Vendors shall return to the Purchaser the initial deposit of RMB5.1 million (equivalent to approximately HK$4.81 million) paid by the Purchaser and pay an additional sum of RMB5.1 million (equivalent to approximately HK$4.81 million) to the Purchaser; (ii) A sum of RMB5.1 million (equivalent to approximately HK$4.81 million) shall be paid by the Purchaser either upon (1) the execution of the land use right transfer contract by the Purchaser and the Vendors in relation to the Sale Land at the Land Bureau or (2) the signing of written confirmations in respect of the sale and purchase of the Sale Shares by the Purchaser and the Vendors; and (iii) The initial deposit of RMB5.1 million shall be used to settle the balance of the consideration and the remaining balance of the consideration of RMB40.8 million (equivalent to approximately HK$38.49 million) shall be paid within one month after either (1) the issuance of a written confirmation on the transfer of the Sale Land from the Vendors to the Purchaser by the Land Bureau and the delivery of the original land use right certificates in relation to the Sale Land from the Vendors to the Purchaser, or (2) the completion of the sale and purchase of the Sale Shares. If the Purchaser pays such balance of the consideration within 1 month after the completion of the sale and purchase of the Sale Shares, the Vendors shall forthwith deliver the original land use right certificates in relation to the Sale Land to the Purchaser. If (1) the Purchaser fails to obtain the aforesaid written confirmation from the Land Bureau within 4 months from the date of the Preliminary Agreement and the sale and purchase of the Sale Shares is not completed due to the Purchaser solely within 4 months from the date of the Preliminary Agreement, or (2) the Purchaser fails to pay the consideration in full within 5 months from the date of the Preliminary Agreement, the Vendors shall be entitled to deal with the Sale Land and the Sale Shares and all payments paid by the Purchaser to the Vendors shall become non-refundable and be forfeited by the Vendors. (g) Tax and expenses All taxation (save for the sales tax for the purpose of issuance of sales invoices which shall be borne by the Vendors), fees and expenses in relation to the Disposal shall be borne by the Purchaser.