10:09 LUKS IND(GROUP)<00366> - Announcement (2) Deluxe Assets, the Company has agreed to issue to China National Aero-Technology a letter of undertaking for the issuance of the First Letter of Credit by Best Deluxe Assets. The major terms of the letter of undertaking include inter alia, that the Company will arrange for the opening of a Letter of Credit with a third party bank in favour of China National Aero-Technology for the sum of US$3,748,150.00 (approximately HK$29,235,570.00) representing 35% of the total Consideration in the event of Best Deluxe Assets' failure to do so in accordance with the terms of the Agreement. The Consideration will be paid partially from a bank's borrowing, as to HK$ 30 million from the bank's borrowing and the balance of the Consideration from the Company's internal resources. The Consideration was in line with the market price for the purchase of similar Facilities and was arrived after arm's length negotiation between the Company and China National Aero-Technology. The Directors consider that the Consideration payable for the Purchase and the terms and conditions of the Agreement are fair and reasonable and is in the interests of the Shareholders and the Company as a whole. Conditions precedent The Agreement is conditional, inter alia, upon: to the Agreement (i) the receipt by Best Deluxe Assets of the Letter of Undertaking; (ii) the receipt by China National Aero-Technology of US$3,212,700.00 (approximately HK$25,059,060.00) representing 30% of the total Consideration being prepayment; and (iii) the receipt by China National Aero-Technology of a letter of undertaking issued by the Company for undertaking the issuance of the First Letter of Credit by Best Deluxe Assets. INFORMATION ON CHINA NATIONAL AERO-TECHNOLOGY China National Aero-Technology is a company duly constituted and validity existing under the laws of PRC and is principally engaged in machineries and equipments import and export business. INFORMATION ON BEST DELUXE ASSETS Best Deluxe Assets is a limited company incorporated in the British Virgin Islands and principally engaged in the business of trading of equipment REASONS FOR ENTERING INTO THE AGREEMENT The Group is principally engaged in (i) manufacture and sale of cement products; (ii) manufacture and sale of holistic healthcare products; (ii) sale of electronic products and plywood products; (iv) property investment; and (iv) investment holding. In line with the local economies and the statistics dated 15th June 2004 of the Vietnam's Ministry of Construction, the demand for the cement products in Vietnam is on an upward trend. According to the projection of the Ministry of Construction, the demand will grow on average about 12% per annum from 2005 to 2007. Thus, the Directors believe that the business of cement and clinkers will maintain its growing pace in a foreseeable future. The sales quantity of cement and clinkers of the Group for 2001, 2002 and 2003 were 555,000 tonnes, 590,000 tonnes and 666,000 tonnes respectively. It is expected that the sales for 2004 will be over 750,000 tonnes which has almost