09:56 COMPASS PACIFIC<01188>-Announcement&Resumption of Trading-2 Consideration Shares will be approximately 548,792,263, representing approximately 22.45% of the issued capital of the Company as enlarged by the issue of the Consideration Shares. Based on the closing price of the Shares of HK$0.247 per Share on the Stock Exchange on 11 March 2005, being the last trading day before the suspension of trading in the Shares prior to the date of this announcement), the minimum Issue Price represent a premium of 1.2% to such closing price and accordingly, the market value attached to the 2nd Acquisition (i.e. the market value of the Consideration Shares) is approximately HK$135,551,689. Conditions for the Acquisitions Completion of the Acquisitions is subject to, inter alia, (i) the 1st Acquisition and the 2nd Acquisition being completed simultaneously; (ii) listing approval for the Consideration Shares being granted; (iii) the Purchaser being satisfied with the results of the legal and financial due diligence exercise in respect of the APG Group; (iv) Shareholders approving the Acquisitions. If the Acquisitions are completed, APG will become a wholly owned subsidiary of the Group. General APG and its shareholders (and their ultimate beneficial owners) are third parties independent of the Company and connected persons of the Company save that the Group is a 23.82% shareholder of APG as at the date of this announcement. The terms of the Acquisition have been negotiated on arms length basis and have been approved by the Directors, including the non-executive Directors, who considered that the terms of the Acquisitions to be fair and reasonable and in the interest of the Company and the Shareholders as a whole. The Acquisitions constitute a very substantial acquisition for the Company under the Listing Rules which requires the approval of Shareholders. A circular containing, among other things, further details of the Acquisitions and a notice of the SGM will be dispatched by the Company to the Shareholders as soon as practicable in accordance with the Listing Rules. Trading in Shares was suspended at the request of the Company with effect from 9:30 a.m. on 14 March 2005 pending release of this announcement. An application has been made by the Company to the Stock Exchange for trading in Shares to resume from 9:30 a.m. on 21 March 2005. Shareholders and potential investors should note that the Acquisitions, which are subject to a number of conditions precedent, may or may not be completed. Shareholders and potential investors are reminded to exercise caution when dealing in the securities of the Company. A. THE 1ST ACQUISITION AGREEMENT Date 11 March 2005 Parties (1) The Purchaser, a wholly owned subsidiary of the Company (as the purchaser). (2) American Phoenix Group, Inc, a company incorporated in the State of California, the United States of America, with limited liability. To the best of the Directors' knowledge, information and belief having made all reasonable enquiry, APG and its shareholders (including their ultimate beneficial owners) are third parties independent of the Company and connected persons of the Company save that the Group is a 23.82% shareholder of APG as at the date of this announcement. The Group subscribed for a 6.5% interest in APG in March 2004 and pursuant to capital reorganisation of APG in March 2005, the Group's interest was increased to 23.82%, no additional capital contribution by the Group has been made in this regard. As at the date of this announcement, the Group does not have any representation on the board of directors of any member of the APG Group. Subscription Shares Pursuant to the Loan Agreement (as announced by the Company on 22 September 2004), the Purchaser as lender advanced US$5.6 million (equivalent to approximately HK$43.68 million) to APG which was secured