09:51 SW KINGSWAY<00188> - Announcement (2) A circular containing, among others, further details of the Acquisition together with the valuation report of the Property prepared by the Valuer will be dispatched to the shareholders of the Company as soon as practicable. INTRODUCTION The Board announces that the Purchasers, two indirect wholly-owned subsidiaries of the Company, entered into the Sale and Purchase Agreements with the Vendor on 14 April 2005 in relation to the Acquisition for an aggregate consideration of RMB236,182,869 (equivalent to approximately HK$222,898,140 (based upon the exchange rate at 1.0596 as at 13 April 2005)). SALE AND PURCHASE AGREEMENTS (1) Date: 14 April 2005 (2) Parties: Vendor: * (Beijing Lin Da Hua Xia Real Estate Development Company Limited). To the best of the Directors' knowledge, information and belief having made all reasonable enquiry, the Vendor and its ultimate beneficial owner(s) and their respective associates (as defined in the Listing Rules) are third parties independent of the Company and its connected persons (as defined in the Listing Rules). The Company has been informed by the Vendor that the Vendor is engaged in property investments. Purchasers: Overseas Billion Limited, an indirect wholly-owned subsidiary of the Company; and Well Talent Limited, an indirect wholly-owned subsidiary of the Company. (3) Property: 3rd Floor to 25th Floor (both floors inclusive) of Block E, Ocean Express, B2, North Road, East Third Ring Road, Chaoyang District, Beijing, People's Republic of China, a new residential property in the Ocean Express complex which is being developed by Sino-Ocean Real Estate Development Co. Ltd. The Property produces no current source of revenue and is scheduled to be completed on or before 31 October 2005. Overseas Billion Limited shall acquire the 3rd Floor to the 12th Floor (both floors inclusive) of the Property occupying a total gross floor area of 10,727.30 square meter. Well Talent Limited shall acquire the 13th Floor to the 25th Floor (both floors inclusive) of the Property occupying a total gross floor area of 9,459.27 square meter. (4) Completion: On or before 31 October 2005. (5) Consideration: The aggregate Consideration is RMB236,182,869 (equivalent to approximately HK$222,898,140 (based upon the exchange rate at 1.0596 as at 13 April 2005)) which has been or will be paid by the Purchasers to the Vendor in cash in the following manner:- (i) An aggregate of RMB12,000,000 (equivalent to