09:43     GUO XIN GROUP<01215> - Announcement (3)                             

    Under each of the S&P Agreements, the Purchaser agrees to pay             
    to the relevant Vendor, who is the registered owner of and has            
    the beneficial right to transfer and dispose of the relevant              
    Property, the relevant Deposit, which amounts to 40% of the               
    relevant Consideration, in cash within 3 working days after the           
    signing of the relevant S&P Agreement and pay the remaining               
    balance of the relevant Consideration in cash upon Completion.            
                                                                              
    Each of the First to Sixth Considerations and Seventh to Eleventh         
    Considerations is calculated on the basis of the respective total         
    gross floor area of the relevant Property in square meters                
    multiplied by RMB21,000 (equivalent to approximately HK$19,811)           
    per square meter and by RMB33,000 (equivalent to approximately            
    HK$31,132) per square meter respectively .                                
                                                                              
    The price of RMB21,000 (equivalent to approximately HK$19,811)            
    per square meter and the price of RMB33,000 (equivalent to                
    approximately HK$31,132) per square meter were determined after           
    arm's length negotiations by reference to the draft valuation             
    report issued by the independent Valuer on 13 April 2005, which           
    sets out the estimated market price per square meter of the               
    Basement Level 1 and the Ground Floor is approximately RMB21,009          
    (equivalent to approximately HK$19,820) per square meter and              
    approximately RMB32,970 (equivalent to approximately HK$31,104)           
    respectively.  No discount or premium of the said estimated               
    market prices have been given to the Vendors.                             
                                                                              
    The amount of Deposits (representing 40% of the relevant                  
    Consideration) is determined after arm's length negotiations              
    in view of the Vendors having agreed to the Purchaser's receipt           
    of the rental income prior to Completion.  Further details of             
    the rental income arrangement is set out in the paragraph headed          
    "Rental Income" in this announcement.                                     
                                                                              
    The Deposits will be funded by the Group's internal resources             
    (comprising cash and bank balances, cashflow from operations)             
    and the balance of the Considerations in the sum of RMB42,483,168         
    (equivalent to approximately HK$40,078,460) will be funded by             
    loans to be obtained from banks or financial institutions and             
    secured by the Properties.  If such loans cannot be obtained by           
    the Purchaser, the said balance of Considerations will be funded          
    by the Group's internal resources.                                        
                                                                              
    For the reasons above, the Board considers that the basis for             
    fixing the amount of the Considerations and the Deposits are              
    fair and reasonable and in the best interests of the Company.             
                                                                              
    Conditions                                                                
                                                                              
    Completion of each of the S&P Agreements is conditional on:               
                                                                              
    (1)     the Company having obtained approval from the Shareholders        
    in respect of the transactions contemplated under or                      
    incidental to the S&P Agreements; and                                     
                                                                              
    (2)     the Company having obtained clearance of an announcement          
    and a circular in respect of the transactions contemplated                
    under or incidental to the S&P Agreements from the Stock                  
    Exchange.                                                                 
                                                                              
    If the conditions set out above are not fulfilled on or before            
    31 August 2005 or such later date as the parties may agree, the           
    S&P Agreements will lapse and be of no further effect and no              
    party to the S&P Agreements will have any claim against or                
    liability to the other party, save in respect of any antecedent           
    breaches of the terms