11:26 MORNING STAR<00542> - Announcement & Resumption of Trading-2 in the Company's balance sheet. At Group level, the Company has equity accounted for its 49% share of POHP's profit after tax in its consolidated profit and loss account. Consideration The consideration for the Sale Shares is GBP11,270,000 (approximately HK$165,894,400) will be payable in cash on Completion. The Consideration was determined after arm's length negotiation between the parties to the Sale and Purchase Agreement after taking into consideration the following: (i) the unaudited consolidated net asset value of POHP for the year ended 31 December 2004 of GBP29.07 million (approximately HK$427.91 million); (ii) the fact that the Company does not have a controlling stake in POHP; and (iii) the recent performance of the Sterling Pound against the Hong Kong Dollar. The Directors consider that the terms of the Sale and Purchase Agreement are fair and reasonable and are in the best interest of the Company and Shareholders. Conditions precedent to the Disposal Completion of the Disposal is conditional upon: (i) the Company having produced a written statement issued by the board of directors of POHP confirming that the net asset book value of POHP as at the date of completion shall not be less than GBP23 million (approximately HK$ 338.56 million); and (ii) the Company having complied with its reporting obligations and its obligations to obtain shareholders' approval pursuant to the requirements contained in the Listing Rules. If the above conditions shall not have been fulfilled (or waived in writing by the Purchaser and served on the Company) within 6 months from the date of the Sale and Purchase Agreement or such later date as the Company and the Purchaser may from time to time agree in writing, the Sale and Purchase Agreement shall terminate. Completion of the Sale and Purchase Agreement Completion of the Sale and Purchase Agreement will take place on the 2nd Business Day following satisfaction or waiver of the Condition(s). INFORMATION ON POHP POHP is engaged in the operation of hotel, restaurants and the provision of conference and related leisure activities. The consolidated net profit of POHP is as follows: For the year ended 31 December 2003 (audited) 2004 (unaudited) '000 '000 Net (loss)/profit before GBP579 GBP455 taxation and extraordinary items HK$8,525 HK$6,701 Net (loss)/profit after GBP101 GBP727