10:14 WANG ON GROUP<01222>-Announcement & Resumption of Trading(4) Property, and that such Hanwin Consideration has been negotiated on an arm's length basis and agreed on normal commercial terms between Hanwin and the Sham Shui Po Property Vendor, the Company entered into the Hanwin Acquisition Agreement to acquire Hanwin from Mr. Tang, with no profit made or accrued to either parties, with the purpose of ultimately having interests in the Sham Shui Po Property. Independent valuation on the Sham Shui Po Property will be conducted in due course and will be set out in the circular to be despatched to the Shareholders. No adjustment will be made to the Hanwin Consideration in the event of any difference between the Hawin Consideration of HK$110,000,000 and the independent valuation of the Sham Shui Po Property. To the best of knowledge, information and belief of the Directors, having made all reasonable enquiry, the Sham Shui Po Property's current uses as a residential and/or commercial building should remain unchanged at the time of Completion. The Directors (including the independent non-executive Directors) confirm that the Hanwin Acquisition was negotiated on an arm's length basis and agreed on normal commercial terms between the parties and that the terms of the Hanwin Acquisition Agreement are fair and reasonable so far as the Shareholders are concerned, and are of the view that Hanwin has acquired the Sham Shui Po Property at fair market price and therefore consider that the Hanwin Acquisition is in the interest of the Company and the Shareholders as a whole. (II) ACQUISITION OF YUEN LONG PROPERTY ACQUISITION The Yuen Long Property Acquisition Agreement Date of Execution: 16 March 2005 Parties: (i) Yuen Long Property Purchaser: Champford Investment Limited, an investment holding company incorporated in Hong Kong and an indirect wholly-owned subsidiary of the Company, as a purchaser and (ii) Yuen Long Property Vendor: an individual who is an Independent Third Party, as a vendor Yuen Long Property (for commercial use): Address: Ground Floor No. 170 Castle Peak Road (Section A of Lot No. 3705 IN DD120) Yuen Long, New Territories Gross floor area: Approximately 2,260 square feet Yuen Long Consideration: The Yuen Long Consideration of HK$35,000,000 was agreed after arm's length negotiations between the Yuen Long Property Vendor and the Yuen Long Property Purchaser by reference to the current market value of properties for commercial use in the market in the Yuen Long area and shall be payable in cash as follows: (i) HK$1,700,000 on the signing of the Yuen Long Property Agreement; (ii) HK$1,800,000 on the signing of the formal agreement for sale and purchase; and (iii) the balance of HK$31,500,000 upon completion. To the best of the Directors' knowledge, information and belief having made all reasonable enquiry, the Yuen Long Property Vendor is an Independent Third Party who is independent and not being a connected person (as defined in the Listing Rules) of the Company. Terms: The Yuen Long Property Vendor and the Yuen Long Property Purchaser will enter into a formal agreement for sale and purchase of the Yuen Long Property on or before 29 March 2005. Completion of the sale and purchase shall take place on or before 31 May 2005. The Yuen Long Property Vendor agrees to sell and the Yuen Long Property Purchaser agrees to purchase the Yuen Long Property subject to the Yuen Long Property Purchaser being satisfied that the terms of the new renewal tenancy (the final terms of which are still being settled) will be as follows: (i) the new renewal tenancy to begin on 1 April 2005 and expire on 31 March 2008; (ii) the rent receivable per month under the new renewal tenancy to be HK$168,000 exclusive of rates, Government rent and management fees, and (iii) the tenant having an option to renew for a further two years at the prevailing market rental price at the time. The rent receivable per month under the existing tenancy, which will expire on 31 March 2005, is HK$140,000 exclusive of rates, Government