09:57 DYNAMIC GLOBAL<00231> - Announcement (2) However, due to financial difficulties of the 2003 Purchaser, documentation of the transaction had been delayed and fallen apart. As a result, the acquisition of the 20% share capital of HLJ Industry had never been completed and the share of HLJ industry had never been transferred even though the consideration of RMB9.0 million (HK$8.5 million) had been paid to the Company. Furthermore, the 2003 Purchaser had not exercised the said option by 12 August 2004 and despite extension of the time limit by the Company was considered. Subject to certain conditions, including but not limited to the transfer of the 20% shares of HLJ Industry, the 2003 S&P Agreement was irrevocable. Given the fact that the 2003 Purchaser had not completed the documentation required by the 2003 S&P Agreement, the Company hereby announces that on 4 February 2005, the Company entered into the 2005 Agreement with the 2003 Purchaser and the 2005 Purchaser (neither the 2003 Purchaser nor the 2005 Purchaser are connected persons of the Company as defined by the Listing Rules and they are independent and not related to each other), by virtue of which the 2003 Purchaser shall formally revoke the 2003 S&P Agreement while the 2005 Purchaser shall purchase the Sale Shares pursuant to the 2005 Agreement. The terms of the 2005 Disposal, including the total consideration, were determined on an arm's length basis after commercial negotiations between the Company and the 2005 Purchaser. Details of the 2005 Disposal are described below. THE 2005 AGREEMENT DATED 4 FEBRUARY 2005 Pursuant to the 2005 Agreement, the 2003 S&P Agreement shall be revoked and the 2005 Purchaser shall acquire the Sale Shares from the Company according to the terms and conditions of the 2005 Agreement. Since the transfer of shares in accordance to the 2003 S&P Agreement had not been completed and the Sale Shares were still owned by the Company, it is agreed in the 2005 Agreement that, among other terms and conditions, the 2005 Purchaser shall assume the Company's obligation to return to the 2003 Purchaser RMB9.0 million (HK$8.5 million, which was the consideration paid by the 2003 Purchaser in which none of the shares had been transferred) as a result of revoking the 2003 S&P Agreement. In addition, the Company shall write off the entire amount of the shareholder loan (RMB9.38 million) granted to HLJ Industry. Vendor The Company 2005 Purchaser Linking Sun Development Limited is a company incorporated in the British Virgin Islands. The 2005 Purchaser and its beneficial owners are not connected persons as defined in the Listing Rules. The 2005 Purchaser, as well as its ultimate beneficial owners, does not hold any shares in the Company. Total Consideration The total consideration comprises a nominal consideration in the amount of RMB1.00 (approximately HK$0.94) and the assumption by the 2005 Purchaser of the Company's liability in relation to HLJ Industry to return RMB9.0 million to the 2003 Purchaser as a result of the revocation of the 2003 S&P Agreement (approximately HK$8.5 million, representing the consideration paid for the purchase of 20% of the share capital of HLJ Industry by the 2003 Purchaser under the 2003 S&P Agreement) and of the Company' responsibility to repay to the 2003 Purchaser an amount of RMB1 million (approximately HK$0.94 million, representing the expenses incurred by the 2003 Purchaser in the course of performing the 2003 S&P Agreement). The total consideration has been arrived at after arm's length negotiations between the Company and the 2005 Purchaser.