10:55 <00613> & <01224>-Joint Announcement & Resumption (2) The shareholding structure of Hoi Tin as at the date of the Sale and Purchase Agreement is and immediately after Completion will be as follows: Shareholding Shareholding percentage as at percentage the date of the immediately after Sale and Purchase Completion Agreement Chau Tin Ping 32% 12.8% Tse On Kuen 20% 8% Wong Kam Hoi 28% 9.2% Wong Kong 20% 10% the Purchaser 0% 60% ---------------------------------- 100% 100% Financial information of Hoi Tin As at 31 May 2003, 31 May 2004 and 31 October 2004, the audited consolidated net asset value of Hoi Tin were HK$2,935,000 and HK$5,898,000 and HK$7,800,000 respectively. The audited consolidated net profits before and after taxation of Hoi Tin for the year ended 31 May 2003 were HK$3,579,000 and HK$3,166,000 respectively. The audited consolidated net profits before and after taxation of Hoi Tin for the year ended 31 May 2004 were HK$3,804,000 and HK$2,963,000 respectively. The audited consolidated net profits before and after taxation of Hoi Tin for the five months ended 31 October 2004 were HK$2,379,000 and HK$1,902,000 respectively. According to the unaudited proforma consolidated accounts of Hoi Tin provided by the Vendors, assuming the Hoi Tin Reorganisation was completed on 31 October 2004, the consolidated net asset value of Hoi Tin would have been HK$7,621,000 and the consolidated net profits before and after taxation and after minority interests of Hoi Tin for the five months ended 31 October 2004 would have been HK$2,051,000 and HK$1,574,000. As at the date of the Sale and Purchase Agreement, the Vendors have advanced loans in the aggregate amount of HK$4,623,000 to Hoi Tin. Such loans are non-interest bearing and repayable on demand, of which HK$1,479,360 is due from Hoi Tin to Chau Tin Ping, HK$924,600 is due from Hoi Tin to Tse On Kuen, HK$1,294,440 is due from Hoi Tin to Wong Kam Hoi and HK$924,600 is due by Hoi Tin to Wong Kong. After Completion, Hoi Tin will become a subsidiary of Qualipak and the accounts of Hoi Tin will be consolidated into the accounts of the Qualipak Group. 3. Conditions to Completion Completion is conditional upon the following conditions being fulfilled and remaining fulfilled or waived by the Purchaser as at Completion: (a) Qualipak having complied with the shareholders' approval requirements under the Listing Rules with respect to the Sale and Purchase Agreement and the transactions contemplated thereunder; (b) Yugang having complied with the shareholders' approval requirements under the Listing Rules with respect to the Sale and Purchase Agreement and the transactions contemplated thereunder; (c) the warranties given by the Vendors under the Sale and Purchase Agreement remaining true and accurate in all material respects; (d) the Purchaser undertaking and completing a due diligence investigation in respect of the Hoi Tin Group including but not limited to the affairs, business, assets, liabilities, operations, records, financial position, value of assets, accounts, results, legal and financial structure and shareholding structure of the Hoi Tin Group and the Purchaser being satisfied with the results of such due diligence investigation in all respects and there is no matter appearing to the Purchaser from the due diligence investigation which in the opinion of the Purchaser may adversely affect the value of the Sale Shares; (e) the receipt by or on behalf of the Purchaser documentation to the satisfaction of the Purchaser evidencing that the Hoi Tin Reorganisation has been duly completed; (f) the receipt by or on behalf of the Purchaser of a legal opinion issued by a firm of qualified lawyers in the PRC in such form and content as may be satisfactory to the Purchaser regarding, amongst other things, the legal status, ownership, shareholding structure and