10:56     <00613> & <01224>-Joint Announcement & Resumption (4)               

    less than HK$10,000,000. If the Audited Net Profits in respect of a       
    Guaranteed Period is less than HK$10,000,000, an amount equal to 60%      
    of six times of the difference between HK$10,000,000 and the Audited      
    Net Profits of that Guaranteed Period (`Compensation Amount') shall       
    become payable by the Vendors to the Purchaser in respect of that         
    Guaranteed Period.                                                        
                                                                              
    The Retained Amount shall be applied towards setting-off against          
    firstly, any Compensation Amount payable in the Guaranteed Period         
    ending 31 March 2006 and secondly, any Compensation Amount payable in     
    the Guaranteed Period ending 31 March 2007. If the Retained Amount        
    shall not be sufficient to set-off in full the Compensation Amount        
    payable for any Guaranteed Period, the Purchaser shall issue a            
    written demand to the Vendors informing them of the shortfall amount      
    and the Vendors shall pay to the Purchaser such shortfall amount          
    within 30 days from the date of such written demand.                      
                                                                              
    Warranty on accounts receivables                                          
    The Vendors have jointly and severally warranted that if the              
    accounts receivable of the Hoi Tin Group as at 31 October 2004 in the     
    amount of HK$46,913,264.75 is not recovered in full within 2 months       
    from the Completion Date, the Vendors shall within 15 business days       
    from such date reimburse Hoi Tin of such deficit amount in cash.          
                                                                              
    Contribution of shareholders' loans                                       
    The Vendors and the Purchaser agree to advance shareholders' loans        
    to Hoi Tin in the manner set out below within 7 days from the             
    Completion Date:                                                          
                                                                              
    Name                           Amount of shareholder's loan               
                                                                              
    Chau Tin Ping                  HK$2,560,000                               
    Tse On Kuen                    HK$1,600,000                               
    Wong Kam Hoi                   HK$1,840,000                               
    Wong Kong                      HK$2,000,000                               
    the Purchaser                  HK$12,000,000                              
                                                                              
                                                                              
                                                                              
    Such loans shall be unsecured, non-interest bearing and repayable at      
    such time as the board of directors of Hoi Tin may from time to time      
    resolve, provided that any repayment in respect of the shareholders       
    loans is to be made to all of the Purchaser and the Vendors pro rata      
    to the proportion of such advance or loan made by each of them at the     
    time of repayment.                                                        
                                                                              
    Representation of the boards of the Hoi Tin Group                         
    The Vendors have jointly and severally undertaken that, with effect       
    from Completion, the total number of directors nominated by the           
    Purchaser and the Vendors to the board of directors of Hoi Tin shall      
    be proportional to their respective interests in the issued share         
    capital of Hoi Tin on and after Completion, and to procure that 6         
    persons nominated by the Purchaser be appointed as directors of each      
    of Hoi Tin, Young Comfort and Hoi Tin Suzhou with effect from             
    Completion.                                                               
                                                                              
    Restrictions on transfers and new issues                                  
    The Vendors have jointly and severally undertaken with the Purchaser      
    that during the period of 2 years from the Completion Date, each of       
    them will not dispose of or create any encumbrance over any of the        
    shares of Hoi Tin held by him/her or of any shareholders' loans           
    advanced by him/her except with the prior written consent of the          
    Purchaser. The Vendors and the Purchaser have also agreed that no         
    further shares shall be allotted and issued by Hoi Tin within a           
    period of 3 years from the Completion Date unless unanimously agreed      
    to in writing by all of them.                                             
                                                                              
    Non-competition                                                           
    The Vendors shall on Completion enter into a non-competition deed in      
    favour of Hoi Tin pursuant to which each of them shall undertake,         
    inter alia, not to be directly or indirectly engaged in or concerned      
    with or interested in any business which is in competition with or        
    similar to the business as conducted by the Hoi Tin Group from time       
    to time within the territory of Hong Kong and/or such other cities in     
    the PRC and/or any other parts of the world where any member of the       
    Hoi Tin Group carries on business during the period commencing on the     
    Completion Date and ending on the second anniversary after his/her        
    ceasing to have any interests (whether directly or indirectly) in the     
    shares of Hoi Tin.                                                        
                                                                              
    Shareholders' Agreement                                                   
    The Vendors, the Purchaser and Hoi Tin shall on Completion enter          
    into a shareholders' agreement to, inter alia, regulate the               
    relationship between the Vendors and the Purchaser as shareholders of     
    Hoi Tin and to set out the basis on which the business and affairs of     
    Hoi Tin would be managed and controlled.                                  
                                                                              
    Service contracts                                                         
    It is intended that each of the Vendors shall upon Completion enter       
    into a service contract with the relevant member of the Hoi Tin Group     
    in such form as the Purchaser may require pursuant to which each of       
    the Vendors shall take up such position and receive such remuneration     
    as set out below: