09:52     CS CONSERVAT P<00351>-Announcement&Resumption of Trading (2)        

    of this announcement.                                                     
                                                                              
    Assets to be acquired                                                     
                                                                              
    Sale Share:    1 share of US$1.00 in the capital of Sino Profit,          
    representing 100% of the issued share capital of Sino Profit              
                                                                              
    Consideration                                                             
                                                                              
    The Consideration for the Sale Share is HK$8,000,000 which was            
    negotiated on an arm's length basis after taking into account the good    
    business connections of Mr. Pang in the PRC and his efforts leading to    
    the signing of the Xingning Agreement between Sino Profit and the City    
    Administrative Bureau of Xingning City and the signing of the             
    Co-Operative Agreement between Sino Profit and New Rise, the details of   
    the these two agreements are set out in the later part of this            
    announcement.                                                             
                                                                              
    The Consideration has been paid and set off against the earnest money     
    amounting to HK$8,000,000 paid by Abba China to Mr. Pang pursuant to the  
     MOU. The Group financed the Consideration from part of the net proceeds  
     of the Placing.                                                          
                                                                              
    Other major terms                                                         
                                                                              
    In view of the funding needs of Sino Profit, Abba China agreed to         
    provide a loan of HK$5 million to Sino Profit after the signing of the    
    S&P Agreement as its working capital for a term of one year which shall   
    be unsecured, interest free and guaranteed by Mr. Pang for a period up    
    to the completion of the S&P Agreement.                                   
                                                                              
    Subject to completion of the S&P Agreement and on Completion Date, Abba   
    China shall, on reimbursement basis, bear and pay the legal and           
    professional costs and expenses incurred by Mr. Pang prior to the date    
    of S&P Agreement in relation to:-                                         
                                                                              
    (i)   the negotiation, preparation, approval, execution and completion    
    of the S&P Agreement and the transactions or matters contemplated         
    thereunder;                                                               
                                                                              
    (ii)   the negotiation, execution and implementation of the Xingning      
    Agreement; and                                                            
                                                                              
    (iii)   the setting up of the Meizhou JV;                                 
                                                                              
    provided that the aggregate amount to be borne by Abba China shall in     
    any event be not more than HK$900,000 in aggregate.                       
                                                                              
    Conditions                                                                
                                                                              
    Completion of the S&P Agreement is conditional upon the following         
    conditions precedent being satisfied:                                     
                                                                              
    (a)   if applicable, the approval of the S&P Agreement and the            
    transactions contemplated thereunder by the Shareholders in a manner as   
    required under the Listing Rules;                                         
                                                                              
    (b)   if applicable, the City Administrative Bureau of Xingning City      
    agreeing in principle to the change in the beneficial owner of Sino       
    Profit in terms as contemplated thereunder; and                           
                                                                              
    (c)   the obtaining of a legal opinion from a firm of PRC lawyers         
    acceptable to Abba China and in a form to the absolute satisfaction of    
    Abba China on the validity of the Xingning Agreement and that the change  
     of ownership of Sino Profit as contemplated thereunder will not result   
    in a termination of the Xingning Agreement.                               
                                                                              
    If the S&P Agreement is not approved by the Shareholders or if the        
    conditions set out above are not fulfilled or, if applicable, waived in   
    writing on or prior to 31 December 2005 (or such later date as may be     
    agreed between Abba China and Mr. Pang in writing), whichever is          
    earlier, the S&P Agreement shall be terminated (the "Termination Date")   
    and that within the next sixty days after the Termination Date:-          
                                                                              
    (i)   Mr. Pang shall return the Consideration, without interest, to Abba  
     China; and                                                               
                                                                              
    (ii)   Sino Profit shall repay any amount due to Abba China by Sino       
    Profit pursuant to the S&P Agreement notwithstanding that such amount     
    due shall be of one year in duration as stated therein.                   
                                                                              
    Upon fulfilment of the obligations by Mr. Pang and Sino Profit under      
    points (i) and (ii) above, none of the parties shall have any claim       
    against the others for costs, damages, compensation or otherwise (save    
    in respect of any prior breach of the S&P Agreement).