09:37 CHINA SCI-TECH<00985>-Announcement&Resumption of Trading(3) 31 December, 2006, the net asset value of Shuanghuan, business prospect and business trend of the car and truck industry in the PRC. Payment of the Capital The Capital will be satisfied in cash by three instalments in the following manners:- 1. USD9,060,000 (equivalent to approximately RMB74,998,680 or HK$70,577,400) will be payable within 14 days after the Completion Date; 2. USD10,570,000 (equivalent to approximately RMB87,498,460 or HK$82,340,300) will be payable within two months after the Completion Date; and 3. USD10,570,000 (equivalent to approximately RMB87,498,460 or HK$82,340,300) will be payable within three months after the Completion Date. Regarding the resources for payment of Capital, an amount of approximately HK$150,000,000 will be financed by (i) the proceeds from the placing of shares of the Company , details of which were disclosed in the announcement and of the Company dated 7 January, 2005, and (ii) the proceeds from the placing of Shares and issue of convertible notes, details of which were disclosed in the announcement and circular of the Company dated 3 February, 2005 and 21 February, 2005 respectively. The remaining amount of approximately HK$85,258,000 will be financed by external resources, including but not limited to bank borrowing and further fund raising. In the event that there is any fund raising exercise, the Company will comply with the relevant requirements under the Listing Rules, if required. Conditions Precedent Completion of the Agreement is subject to the fulfillment of the following Conditions Precedent: (1) Tian Yang undertaking and completing a due diligence investigation in respect of Shuanghuan in relation to financial, legal, business, operations and any other matters of Shuanghuan and Tian Yang being satisfied in its absolute discretion with the results of such due diligence investigation in all respects and at any time prior to Target Date (as defined hereinbelow), there are no material adverse changes to financial, legal, business, operations and any other matters of Shuanghuan, during the period from 31 December 2004 to Target Date (as defined hereinbelow), that come to the attention of Tian Yang; and (2) approval by the minority Shareholders of the Shareholders' resolution in relation to, inter alia, the Capital Increase Agreement and all transactions contemplated under the Capital Increase Agreement at the EGM. If any of the Conditions Precedent are not fulfilled before 31 July, 2005 or such date as Shuanghuan and Tian Yang may determine (`the Termination Date'), unless Shuanghuan obtained written waiver of all or part of the Conditions Precedent from Tian Yang, the Agreement shall terminate and be of no further effect immediately after the Termination Date. In the case of any such termination, no party shall have obligations and liabilities to each other, save with respect to any antecedent breach thereof. Completion Completion shall take place upon the fulfillment (or waiver) of the Conditions Precedent and the Capital Increase having been approved by the relevant government authorities in the PRC. Target Date Within seven days after fulfillment of the Conditions Precedent, Tian Yang shall serve a notice in writing to Shuanghuan notifying the fulfillment of the Conditions Precedent. Tian Yang shall fix a day which will be within seven days of the service of the said notice (`Target Date') to enter into the following documents:- 1. the Shareholders' Agreement; 2. the Amendment Agreement to the Joint Venture Agreement of Shuanghuan; and 3. the Amendment Agreement to the Articles of Association of Shuanghuan between Tian Yang and Shuanghuan Holdings. Shuanghuan and Shuanghuan Holdings undertook in the Agreement that they will submit the relevant documents in respect of the Capital Increase to the relevant governmental authorities in the PRC for approval within seven days after the signing of the abovementioned documents. Shuanghuan and Shuanghuan Holdings also undertook that the