09:29 SNP LEEFUNG<00623> - Announcement (6) "Acquisition" the proposed acquisition of the Sale Shares by the Company from the Vendors pursuant to the Acquisition Agreement "Acquisition Agreement" the conditional agreement dated 18 March 2005 entered into between the Company, the Vendors and the Warrantors in relation to, among other things, the Acquisition and the Options "Board" the board of Directors "business day" a day (not being a Saturday or days on which a typhoon signal no. 8 or black rainstorm warning is hosted in Hong Kong at 10:00 a.m.) on which banks are generally open for general banking business in Hong Kong "Call Option" the option granted by the Vendors to the Company pursuant to the Acquisition Agreement entitling the Company the right to require the Vendors to sell the Call Option Shares "Call Option Shares" ordinary shares representing the remaining shareholding interest in Yau Yue (excluding the Sale Shares) held by the Vendors that may be acquired by the Company upon exercise of the Call Option, which in any event shall not be less than 40% of the issued share capital of Yau Yue "Company" SNP Leefung Holdings Limited, a company incorporated in Bermuda with limited liability and the shares of which are listed on the Stock Exchange "Completion" completion of the sale and purchase of the Sale Shares in accordance with the terms of the Acquisition Agreement "Deduction" the shortfall of the audited net asset value of Yau Yue as at 31 December 2004 that bears to HK$57.8 million, which amount shall be deducted from the Shareholders' Loan on a dollar for dollar basis and which shall be deemed irrevocably and unconditionally waived by the Vendors "Directors" directors of the Company "Dividend" the aggregate Net Profit for the Relevant Period or (if the aggregate Net Profit for the Relevant Period is less than HK$30 million) for the period from 1 January 2005 to 31 December 2008, which amount shall be declared as dividend and be payable to the Company and the Vendors proportional to their shareholding interest at the time "Group" the Company and its subsidiaries "HK$" Hong Kong dollars "Hong Kong" the Hong Kong Special Administrative Region of the People's Republic of China "Keep Happy" Keep Happy Holdings Limited, a company incorporated in the British Virgin Islands with limited liability and the entire issued share capital of which is beneficially owned by Mr. Kwong Chi Kin "Listing Rules" the Rules Governing the Listing of Securities on the Stock Exchange "Ms. Zhang" Ms. Zhang Li Fang "Net Profit" the audited net profit after taxation of Yau Yue and excluding extraordinary items, any amounts received or written back for debt or any other provisions, which shall be calculated by reference to the prevailing generally accepted accounting principles in Hong Kong and adopted by Yau Yue "Options" collectively the Call Option and the Put Option "Put Option" the option granted by the Company to the Vendors pursuant to the Acquisition Agreement entitling the Vendors the right to require the Company to purchase the Put Option Shares "Put Option Shares" ordinary shares representing the remaining shareholding interest in Yau Yue (excluding the Sale Shares) held by the Vendors that may be sold to the Company upon exercise of the Put Option, which in any event shall not be less than 40% of the issued share capital of Yau Yue "Relevant Period" the period from 1 January 2005 to 31 December 2007 "Sale Shares" 2,640,000 ordinary shares of HK$1.00 each in the capital of Yau Yue, representing 60% of the issued share capital of Yau Yue