09:29 ASIA RESOURCES<00899> - Announcement (2) Currently, the Group also engages in production of intravenous fluids and therefore knows well the usage and commercial exploitation of the products. Siping Yatai operates its only production plant located in Jilin Province, PRC, which is next to a production plant of the Group manufacturing similar products. Siping Yatai has yet commenced business but is currently in a trial run and it is expected to commence production by the end of March 2005. According to a certificate issued by the Siping City Food and Drug Regulatory Bureau (*) dated 16 March 2005, the production capacity of Siping Yatai is expected to reach 30 million bottles of intravenous fluids per annum. Conditions precedent Completion of the Acquisition is conditional upon the following conditions being fulfilled on or before 30 April 2005: 1. resignation without any claim for compensation by the sole director of Silver Epoch; and 2. execution by the Vendor of a waiver of debt releasing Silver Epoch from repaying the Vendor a shareholder's loan in the sum of about HK$47,200,000. Consideration and Basis for Determining the Consideration The consideration for the Acquisition is HK$30,000,000 and will be financed by internal resources of the Group. A refundable deposit of HK$2,400,000 has been paid on the sigining of the Agreement and the balance is payable on the completion. The consideration for the Acquisition was determined after arm's length negotiations and on normal commercial terms with reference to the net liability of Silver Epoch taking into account of (1) the expected production capacity of Siping Yatai; (2) the estimated time of two and half years and costs of approximately RMB90 million to be involved should the Company decide to build a similar manufacturing plant on its own; (3) the competition from Siping Yatai and the negative impact to the Company's market share in the intravenous fluids business once Siping Yatai starts its production which is expected to be by the end of March 2005. The Company is not required under the Agreement and has no present plan to make any finanical commitment on Silver Epoch. As Siping Yatai has yet commenced business, no profit and loss accounts is available. Based on the unaudited balance sheet of Siping Yatai as at 28 February 2005, the total net assets value was approximately RMB50,000,000 (about HK$47,125,000) including fixed assets of production plant, equipment and land use right and other receivables. The said receivables consist an advance to an individual in the PRC (the "Debtor") amounting to approxmiately RMB73,624,000 (about HK$69,391,000). The Debtor is an independent third party not connected with the directors, chief executive or substantial shareholders of the Company or any of its subsidiaries or their respective associates (as defined in the Listing Rules). As the advance to the Debtor was unsecured and the creditworthness of the Debtor is uncertain, the Board is not hopeful as to the recoverability of the said receivables. In any event, the Board has taken into account of the unrecoverability of those receivables in determining the consideration to be paid for the Acquisition. The unaudited net loss after extraordinary items of Silver Epoch for the year ended 31 December 2004 was approximately HK$320. Based on the unaudited balance