10:38 MAGNUM INT'L<00305>-Announcement&Resumption of Trading (4) II. THE SALE AND PURCHASE AGREEMENT Date of and parties to the Sale and Purchase Agreement Date: 8 April 2005 Vendor: Magnum (Guernsey) Limited, a company incorporated in Guernsey with limited liability, which is wholly, beneficially and indirectly owned by MCB. MCB, which is a company incorporated in Malaysia with limited liability and the shares of which are publicly traded on Bursa Malaysia, is held as to approximately 33.83% by Multi-Purpose Holdings Berhad (the shares of which are publicly traded on Bursa Malaysia) as at 7 April 2005. Purchaser: Unichina Enterprises Limited, a company incorporated in the British Virgin Islands with limited liability which is wholly and beneficially owned by Mr. Wong Kwong Miu. Unichina and Mr. Wong Kwong Miu are third parties independent of the Company and its connected persons. The biography of Mr. Wong Kwong Miu is set out in the paragraph headed ``Proposed change of Board composition of the Company'' under the section headed ``III. Possible mandatory unconditional cash offers'' below. Guarantor of the Vendor: Magnum Corporation Berhad, a company incorporated in Malaysia with limited liability, the shares of which are publicly traded on Bursa Malaysia Sale Shares MGL has conditionally agreed to sell and Unichina has conditionally agreed to purchase the Sale Shares, representing approximately 51.54% of the entire issued share capital of the Company as at the date of this announcement. At S&P Completion, the Sale Shares to be acquired by Unichina, which MGL has agreed to sell, shall be free from all claims, charges, liens, encumbrances and other third parties' rights together with all rights (including all dividends or distributions which may be paid, declared or made) attached to the Sale Shares as at the date of the S&P Completion. Consideration for the Sale Shares HK$15,000,000 (equivalent to approximately HK$0.04735 per Sale Share), which was negotiated and determined on an arm's length basis between Unichina and MGL. The purchase price of approximately HK$0.04735 per Sale Share represents: (a) a discount of approximately 56.2% to the closing price of HK$0.108 per Share as quoted on the Stock Exchange on 7 February 2005, being the last full trading day prior to the suspension of the trading in the Shares at 9:30 a.m. on 8 February 2005; (b) a discount of approximately 42.6% to the average closing price of HK$0.0825 per Share as quoted on the Stock Exchange for the last ten consecutive full trading days prior to the suspension of the trading in the Shares at 9:30 a.m. on 8 February 2005; and (c) a discount of approximately 40.4% to the average closing price of HK$0.0795 per Share as quoted on the Stock Exchange for the last 30 consecutive full trading days prior to the suspension of the trading in the Shares at 9:30 a.m. on 8 February 2005. Based on the Company's interim report for the six months ended 30 June 2004, the unaudited consolidated net liabilities of the Company as at 30 June 2004 were approximately HK$45,150,000, which were equivalent to approximately HK$0.0734 per Share (based on 615,024,175 Shares then in issue). The consideration for the Sale Shares has been paid by Unichina to a deposit escrow agent and will be released to MGL upon S&P Completion. Conditions of the Sale and Purchase Agreement The Sale and Purchase Agreement is conditional upon the following conditions being fulfilled: (i) the passing of resolutions of the board of directors of MGL approving the transactions contemplated under the Sale and Purchase Agreement and those resolutions not being amended or revoked; (ii) the passing by the Shareholders at the SGM to be convened of (a) an ordinary resolution for the purpose of approving the increase in the authorised share capital of the Company; and (b) a special resolution for the purpose of approving the Capital Reduction;