10:56 <00613> & <01224>-Joint Announcement & Resumption (3) registered capital in each of the members of the Hoi Tin Group established in the PRC, the business and assets of each of the members of the Hoi Tin Group established in the PRC, the legality and effectiveness of the Hoi Tin Reorganisation and any other matters which the Purchaser considers relevant in connection with the Acquisition; (g) the receipt by or on behalf of the Purchaser of a valuation report issued by an independent firm of qualified valuer in such form and content as may be satisfactory to the Purchaser confirming that the value of the Properties is not less than RMB16,500,000; and (h) the Vendors having produced to the Purchaser evidence satisfactory to the Purchaser that the entering into of the Sale and Purchase Agreement by the Vendors and the transactions contemplated thereunder will not affect any facilities currently granted to any member of the Hoi Tin Group or be deemed a default under any of the loan documents relating to any such facilities. The Purchaser may in its absolute discretion waive any one or more of the Conditions other than Conditions (a) and (b) above and such waiver may be made subject to such terms and conditions as may be determined by the Purchaser. If the Conditions are not fulfilled or waived by the Purchaser by 4:00 p.m. on the Conditions Fulfillment Date, the Sale and Purchase Agreement shall lapse and be of no further effect and no party to the Sale and Purchase Agreement shall have any claim against or liability or obligation to the other party save in respect of any antecedent breaches of the Sale and Purchase Agreement. Subject to and conditional upon fulfillment or waiver of all the Conditions, Completion shall take place on the Completion Date. In relation to the Condition (d) above, it is intended that the due diligence investigation to be carried out on the Hoi Tin Group will include investigation to ascertain whether the Hoi Tin Group has proper land use rights in respect of the Properties. 4. The Consideration The consideration payable by the Purchaser to the Vendors shall be HK$36,000,000 (subject to adjustment referred to in the paragraph headed `Profit guarantee' below) and shall be paid in cash by the Purchaser to the Vendors as follows: (a) the sum of HK$31,000,000 shall be paid by the Purchaser to the Vendors on Completion; and (b) the balance of the Consideration in the sum of HK$5,000,000 shall, subject to the set-off provisions as set out below, be paid by the Purchaser to the Vendors within 3 business days from the issue of the audited consolidated financial statements of Hoi Tin for the 12 months' period ending 31 March 2007. The Consideration was arrived at after arms length negotiations between the Vendors and the Purchaser by reference to the guaranteed Audited Net Profits for each of the Guaranteed Period of not less than HK$10,000,000 at a price earnings multiple of six times. By reference to 60% of the consolidated net asset value of the Hoi Tin Group as at 31 October 2004 of HK$7,621,000 (equivalent to HK$4,572,600), the Consideration of HK$36,000,000 represents a premium of HK$31,427,400 over the said amount of HK$4,572,600. The directors of Qualipak and Yugang believe that the Consideration is fair and reasonable after taking into account the following factors: (a) the profit guarantee given by the Vendors under the Sale and Purchase Agreement; (b) the earnings potential and growth prospects of the Hoi Tin Group; (c) the gaining of controlling interest in and direct management of the Hoi Tin Group by the Purchaser through the Acquisition; and (d) the strengthening of the revenue base of both the Yugang Group and the Qualipak Group by the Acquisition. The entire Consideration will be funded from the internal resources of the Qualipak Group. 5. Other principal terms of the Sale and Purchase Agreement Profit guarantee The Vendors have jointly and severally guaranteed to the Purchaser that the Audited Net Profits for each Guaranteed Period shall not be