10:27     ZIDA TECH<00859> - Announcement & Resumption (2)                    

    Independent Shareholders and the Optionholders in respect of              
    the Offers. An independent financial adviser will be appointed            
    to advise the independent board committee of the Company, the             
    Independent Shareholders and the Optionholders in respect of              
    the Offers. An announcement will be made as soon as the                   
    appointment of the independent financial adviser is confirmed.            
                                                                              
    The Offers will only be made if Completion takes place pursuant           
    to the S&P Agreement. Completion is subject to satisfaction               
    and/or waiver of the conditions specified in the S&P Agreement            
    as detailed below. Accordingly, the S&P Agreement may or may              
    not be completed and the Offers may or may not proceed.                   
    Shareholders and potential investors are advised to exercise              
    extreme caution when dealing in the Shares.                               
                                                                              
    At the request of the Company, trading in the Shares has been             
    suspended with effect from 9:30 a.m. on 24 March 2005 pending             
    the release of this announcement. An application has been made            
    by the Company to the Stock Exchange for the resumption of trading        
    of the Shares from 9:30 a.m. on 4 April 2005.                             
                                                                              
    SALE AND PURCHASE AGREEMENT                                               
                                                                              
    On 23 March 2005, the Offeror entered into the S&P Agreement              
    with the Vendors for the acquisition of the Sale Shares, the              
    principal terms of which are set out as follows:                          
                                                                              
    Date:   23 March 2005                                                     
                                                                              
    Vendors:        1.      Tactful, being one of the Vendors in respect of   
    112,800,000 Sale Shares                                                   
    2.      Mr. Chang, being one of the Vendors in respect of 6,916,000       
    Sale Shares                                                               
    3.      Rubyrider, being one of the Vendors in respect of 28,200,000      
    Sale Shares                                                               
                                                                              
    Purchaser:      the Offeror, a company incorporated in the British        
    Virgin Islands with limited liability and is beneficially owned           
    as to 70% by Mr. Ng Chun For Henry, as to 10% by Mr. Ian Ng,              
    as to 10% by Mr. Eric Ng and as to the balance of 10% by Mr.              
    Chan Kwai Ping Albert                                                     
                                                                              
    Sale Shares:    an aggregate of 147,916,000 Shares, representing          
    approximately 72.46% of the entire issued share capital of the            
    Company as at the date of this announcement. The Sale Shares              
    will be acquired free from all Encumbrances and with all                  
    dividends, benefits and other rights now or hereafter becoming            
    attached or accruing thereto as from the date of the S&P                  
    Agreement.                                                                
                                                                              
    Consideration:  HK$62 million (equivalent to approximately                
    HK$0.42 per Sale Share), which was negotiated and determined              
    on an arm's length basis between the Offeror and the Vendors              
    and is payable in the following manner:                                   
                                                                              
    (i)     as to HK$5,000,000 shall be paid as deposit and partial           
    payment of the aforesaid consideration by the Offeror to the              
    Vendors' solicitors who shall act as stakeholders upon signing            
    of the S&P Agreement; and                                                 
                                                                              
    (ii)    as to the balance of HK$57,000,000 shall be payable by            
    the Offeror to the Vendors (or their nominees) at Completion.             
                                                                              
    The price of HK$0.42 per Share represents (a) a premium of                
    approximately 18.3% over the closing price of HK$0.355 per Share          
    as quoted on the Stock Exchange on 23 March 2005, being the last          
    trading day prior to the suspension of trading in the Shares              
    on 24 March 2005; and (b) a premium of approximately 39.5% over           
    the average closing price of