09:57 DYNAMIC GLOBAL<00231> - 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 liabilities whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement. Dynamic Global Holdings Limited (Incorporated in Bermuda with limited liability) (Stock Code: 231) DISCLOSEABLE TRANSACTION DISPOSAL OF A SUBSIDIARY Reference is made to the 2003 Announcement. By the time the 2005 Agreement was signed, the 2003 Purchaser had not exercised the option to acquire the remaining 80% of the Sale Shares due to financial difficulties of the 2003 Purchaser. The Company further announces that on 4 February 2005 the Company entered into the 2005 Agreement with the 2003 Purchaser and the 2005 Purchaser, by virtue of which the 2003 Purchaser shall formally give up the option to acquire the remaining 80% share capital of HLJ Industry and revert to the Company the title to the 20% of the share capital of HLJ Industry while the 2005 Purchaser shall purchase the Sale Shares. 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 (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) as a result of the revocation of the 2003 S&P Agreement and of the Company's 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. The 2005 Disposal contemplated under the 2005 Agreement constitutes a discloseable transaction of the Company under the Listing Rules. A circular containing details of the 2005 Disposal will be dispatched to the Shareholders as soon as practicable. Trading in the Company's shares has been suspended since 19 August 2004 and remains suspended pending an announcement to clarify the detention of Mr. Liang Jianhua, former chairman of the Company, by the PRC authorities. Reference is made to the 2003 Announcement. Unless otherwise defined herein, terms used herein shall have the same meanings as defined in the 2003 Announcement. The Company entered into the 2003 S&P Agreement with the 2003 Purchaser on 13 August 2003, under which the 2003 Purchaser shall purchase 20% of the share capital of HLJ Industry for a consideration of RMB9.0 million (approximately HK$8.5 million) and an option be granted to the 2003 Purchaser to acquire the remaining 80% of the share capital of HLJ Industry for a consideration of RMB29.2 million (approximately HK$27.5 million) within a one-year period until 12 August 2004. The 2003 Purchaser had, according to the 2003 S&P Agreement, paid totally RMB9.0 million to the Company by 10 January 2004 for the acuqisitiion of 20% of the share capital of HLJ Industry. Furthermore, a shareholder loan of RMB9.38 million has been drawn down by HLJ Industry from the Company up to the date of this Announcement.