09:55 PAK FAH YEOW<00239> - Announcement (2) (1) an initial deposit of HK$1,900,000 has been paid by the Purchaser to the Vendor's solicitors as stakeholder upon signing of the Agreement; (2) a further deposit of HK$2,015,640 will be payable to the Vendor's solicitors as stakeholder upon signing of a formal agreement for the sale and purchase of the Property on or before 16th March, 2005; and (3) the balance of the consideration of HK$35,240,760 will be payable upon completion of the sale and purchase of the Property on or before 28th April, 2005. Condition Completion of the sale and purchase of the Property is conditional upon compliance by the Purchaser and its holding company with all relevant laws and regulations, including but not limited to the Listing Rules. If any of such laws and regulations are not complied with by the Purchaser or its holding company on or before 16th March, 2005 (or such later date as the Vendor and the Purchaser may agree), the Agreement and the sale and purchase of the Property thereunder shall become null and void and have no further effect and the deposit and all other monies paid under the Agreement shall forthwith upon demand by the Purchaser be refunded by the Vendor to the Purchaser, but without any interest cost or compensation and neither the Vendor nor the Purchaser shall have any other claim against each other. The condition may be waived by the Purchaser in writing. REASONS FOR AND BENEFITS OF THE ACQUISITION It is the intention of the Group to acquire the Property for self-use. After completion, the Property is intended to be used as the Group's principal place of business in Hong Kong which will provide a more spacious meeting area and office for smooth and efficient operation of the Group. The Acquisition will be funded by a combination of approximately 30 per cent. from internal resources of the Group and approximately 70 per cent. from bank financing. The Directors believe that the terms of the Acquisition are fair and reasonable and in the interests of the shareholders and the Company as a whole. INFORMATION ON THE GROUP The principal business activities of the Group are manufacturing and sales of Hoe Hin Brand of products, other healthcare goods and property investment. GENERAL To the best of the knowledge, information and belief of the Directors and having made all reasonable enquiries, each of the Vendor and its ultimate beneficial owners is an Independent Third Party. The solicitors of the Vendor have informed that the principal business of the Vendor was trading business. The transaction contemplated under the Agreement constitutes a discloseable transaction of the Company under the Listing Rules and the Acquisition is required to be disclosed by way of this announcement. A circular containing, inter alia, details of the Acquisition will be sent to the shareholders of the Company in accordance with the requirements under the Listing Rules as soon as practicable. DEFINITIONS In this announcement, the following expressions have the meanings set out below unless the context requires otherwise: "Acquisition" the acquisition of the Property pursuant to the Agreement by the Purchaser from the Vendor selling as confirmor; "Agreement" the preliminary agreement dated 4th March 2005 entered into between the Vendor and the Purchaser for the sale and purchase of the Property; "Directors" the directors of the Company; "Group" the Company and its subsidiaries;