10:09 LUKS IND(GROUP)<00366> - Announcement (1) The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this announcement, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement. LUKS INDUSTRIAL (GROUP) LIMITED (incorporated in Bermuda with limited liability) (Stock Code: 366) DISCLOSEABLE TRANSACTION PROPOSED AGREEMENT FOR THE PURCHASE OF THE FACILITIES OF A CLINKERS' PRODUCTION LINE TO BE INSTALLED IN VIETNAM Best Deluxe Assets, a wholly-owned subsidiary of the Company entered into a conditional agreement with China National Aero-Technology on 23rd March 2005 in connection with the Purchase of the Facilities of a clinkers' production line to be installed in Vietnam at a total consideration of US$10.709 million (approximately HK$83,530,200.00), subject to the terms and conditions set out in the Agreement. The Agreement constitutes a discloseable transaction of the Company pursuant to Chapter 14 of the Listing Rules. A circular containing details of the transaction will be despatched to the Shareholders as soon as practicable. THE AGREEMENT Date: 23 March 2005 Parties: (1) Best Deluxe Assets, a wholly-owned subsidiary of the Company; and (2) China National Aero-Technology To the best knowledge, information and belief of the Directors having made all reasonable enquiries, China National Aero-Technology and its ultimate beneficial owner are third parties independent of the Company and its subsidiaries and connected persons (as defined in the Listing Rules ) of the Company and its subsidiaries. Subject matter: the Purchase Consideration: The consideration is US$10.709 million (approximately HK$83,530,200.00) which will be satisfied by payments in cash and Letters of Credit respectively as follows: (1) a cash deposit of US$3,212,700.00 (approximately HK$25,059,060.00) representing 30% of the total Consideration which will be payable within 30 days from the date of signing the Agreement and upon the receipt of Letter of Undertaking by Best Deluxe Assets; (2) Best Deluxe Assets will deliver to China National Aero-Technology the First Letter of Credit for the sum of US$3,748,150.00 (approximately HK$29,235,570.00) representing 35% of the total Consideration within 60 days from the date of the signing of the Agreement; and (3) Best Deluxe Assets will deliver to China National Aero-Technology the Second Letter of Credit for the sum of US$3,748,150.00 (approximately HK$29,235,570.00) representing the balance of the total Consideration immediately before the delivery of the first batch of the Facilities by China National Aero-Technology. To guarantee the issuing of the Letters of Credit by Best