09:44     BEAUFORTE INV<00021> - Announcement (2)                             

    (2)                                                                       
    an amount of RMB14.4 million (equivalent to HK$13.6 million),             
    representing 45% of the total consideration, shall be paid within 20      
    days from the date of execution of the Share Transfer Agreement; and      
                                                                              
                                                                              
    (3)                                                                       
    the balance amount of RMB16.0 million (equivalent to HK$15.1              
    million), representing 50% of the total consideration, shall be paid      
    within 5 days from the date of the recordation of the transfer            
    contemplated under the Share Transfer Agreement by the relevant           
    government authority.                                                     
                                                                              
    The total consideration of RMB32 million (equivalent to HK$30.2           
    million) will be funded by the Group's internal resources.                
                                                                              
    Condition precedent                                                       
    Pursuant to the Share Transfer Agreement, it is a condition               
    precedent for Shenzhen Dongrun to obtain the relevant approvals from      
    the PRC government authorities for transforming Daoqin Hospital           
    Management from a PRC limited liability company to a Sino-foreign         
    joint venture company within 6 months from the date of execution of       
    the Share Transfer Agreement, i.e. on or before 12 October 2005. If       
    the necessary approvals were not obtained within the 6 months period,     
    Shenzhen Dongrun would refund the consideration (to the extent paid)      
    in full (without any interest) to Ocean Pearl within 15 days from the     
    date of its knowledge of the failure to obtain the necessary              
    approvals.                                                                
                                                                              
    Except for the condition precedent for Shenzhen Dongrun to obtain         
    the relevant approvals from the PRC government authorities, including     
    Shanghai Economic Relation and Trade Commission, Shanghai                 
    Administration of Industry and Commerce and State Administration of       
    Foreign Exchange Shanghai Branch, there are no other conditions for       
    completion of the Acquisition.                                            
                                                                              
    Approval from the existing shareholders                                   
    The Acquisition has been approved by the existing shareholders of         
    Daoqin Hospital Management pursuant to a shareholders resolution          
    passed on 6 April 2005.                                                   
                                                                              
    Board representation                                                      
    The board of directors of Daoqin Hospital Management comprises five       
    directors. Ocean Pearl is eligible to appoint three directors in the      
    board of directors of Daoqin Hospital Management after completion of      
    the Acquisition.                                                          
                                                                              
    2.                                                                        
    INFORMATION ON DAOQIN HOSPITAL MANAGEMENT                                 
    Daoqin Hospital Management was incorporated on 3 September 2002 with      
    limited liability in the PRC and is intended to engage in the             
    provision of hospital management and business advisory services.          
                                                                              
    Daoqin Hospital Management has concluded a hospital management            
    service contract with a hospital located in Shandong province in          
    April 2005. The contract period is unspecified and the notice period      
    for terminating the contract is three months. Management service fee      
    income would be received by Daoqin Hospital Management at a rate of       
    6% of the turnover of the said hospital on a monthly basis. Minimum       
    management service fee is not guaranteed by the said hospital. A          
    retired doctor who is a State Specialist has been appointed to the        
    said hospital as the Hospital Chief by Daoqin Hospital Management. In     
    addition, senior management who are experienced in medical                
    administration and finance were also appointed to the said hospital       
    by Daoqin Hospital Management.                                            
                                                                              
    Registered and paid up capital                                            
    The registered and paid up capital of Daoqin Hospital Management is,      
    and upon completion of the Acquisition, will be, held by the parties      
    as follows:                                                               
                                                                              
                                  Before                        Immediate     
                                  the                           ly after      
                                  Acquisiti                     the           
                                  on                            Acquisiti     
                                                                on            
    Sharehold           Capital   Percentag           Capital   Percentag     
    ers                 amount    e of                amount    e of          
                                  holding                       holding       
              RMB       HK$                 RMB       HK$                     
              million   million             million   million                 
                                                                              
    Shenzhen  35.5      33.5      88.75%    3.5       3.3       8.75%         
    Dongrun                                                                   
    Others    4.5       4.2       11.25%    4.5       4.2       11.25%        
    (Note)                                                                    
    Ocean     -         -         -         32.0      30.2      80.00%        
    Pearl                                                                     
              40.0      37.7      100%      40.0      37.7      100%