09:33     GOLD-FACE HOLD<00396> - Announcement (2)                            

    subsidiaries and their respective associates (as defined in the           
    Listing Rules).                                                           
                                                                              
    Vendors:        Gold-Face Investment, Gold-Face Enterprises and Chun      
    Po                                                                        
                                                                              
    Issuer: Gold-Face Finance                                                 
                                                                              
    Subject Matters:                                                          
                                                                              
    Subject to the fulfillment and/or waiver (as the case may be)             
    of the conditions precedent as set out in the Restructuring               
    Agreement:-                                                               
                                                                              
    (i)     the Vendors agreed to transfer, and Upbest Finance agreed         
    to acquire, the entire issued share capital of Gold-Face Finance          
    at HK$4.00; and                                                           
                                                                              
    (ii)    Upbest Finance agreed to subscribe, and Gold-Face Finance         
    agreed to issue and allot to Upbest Finance, 28,000,000 new               
    Shares at HK$28,000,000.                                                  
                                                                              
    In considering the restructuring proposal, the Board has taken            
    into account the prevailing economic and market conditions and            
    in view of the financial position of Gold-Face Finance, a major           
    restructuring of Gold-Face Finance is necessary if a winding              
    up of Gold-Face Finance is to be avoided. The consideration was           
    arrived at after arm's length negotiations between the parties.           
    The total consideration will be satisfied by way of cash payment.         
                                                                              
    The Company will cease to have any interest in Gold-Face Finance          
    after the disposal.                                                       
                                                                              
    Conditions Precedent                                                      
                                                                              
    Completion of the Restructuring Agreement will be conditional             
    upon, amongst other things, the following conditions:                     
                                                                              
    (i)     the granting of an approval of the Scheme by a majority           
    representing three-fourths in value of the creditors of                   
    Gold-Face Finance;                                                        
                                                                              
    (ii)    the granting of an order by the court sanctioning the             
    Scheme;                                                                   
                                                                              
    (iii)   the dismissal or withdrawal of all outstanding litigation         
    and winding-up petitions against Gold-Face Finance; and                   
                                                                              
    (iv)    Gold-Face Finance having satisfied all requirements of            
    the Stock Exchange regarding the transactions contemplated under          
    the Restructuring Agreement and the Scheme (if applicable).               
                                                                              
    In the event that the conditions are not fulfilled or waived              
    (other than condition (iv)) by Upbest Finance (as the case may            
    be) on or before 30 April 2005, the Restructuring Agreement (or           
    such other date as may be agreed) will terminate with immediate           
    effect and none of the parties will have any claim against the            
    other for compensation.                                                   
                                                                              
    THE SCHEME                                                                
                                                                              
    Two judgments were entered against Gold-Face Finance on 9 June            
    2004 in favour of a creditor claiming the repayment of                    
    HK$50,644,791 and HK$21,402,800 together with interest and legal          
    costs. Subsequently, Gold-Face Finance received statutory                 
    demands from the said creditor demanding repayment. On 6 August           
    2004, Gold-Face Finance was served with a winding-up petition             
    in the High Court of Hong Kong taken out by that creditor in              
    HCCW 870 of 2004 in respect of the said claims.