09:29 <00201>, <00219> & <00253>-Joint Announcement & Resume (3) BUILDING LOT NO. 398 TOGETHER with the messuages erections and buildings thereon now known as No. 72 Mount Kellett Road (formerly known as No.164 The Peak) Hong Kong and has a total site area of approximately 1,765 square meters (19,000 square feet). The gross floor area of the Property is approximately 882.6 square meters (9,500 square feet), excluding car parks, terrace, roof and swimming pool areas. Under the Provisional Agreement, the Property is to be sold subject to existing tenancies, although no consents are required to be obtained by the Vendor from the respective tenants. Consideration The total consideration for the sale of the Property is HK$180,000,000 payable in cash by the Purchaser in the following manner: (i) an initial deposit of HK$5,000,000 (the "Initial Deposit") was paid by the Purchaser on 13 April 2005 to the Vendor's solicitors as stakeholder upon the signing of the Provisional Agreement; (ii) a sum of HK$13,000,000 (the "Further Deposit") shall be payable by the Purchaser on or before 27 April 2005 to the Vendor's solicitors as stakeholder; and (iii) the balance of the Consideration (i.e. HK$162,000,000) will be payable by the Purchaser to the Vendor on or before the Completion Date. The Initial Deposit and Further Deposit shall be held by the Vendor's solicitors as stakeholders and shall only be released to the Vendor upon the following: (A) the Purchaser being satisfied that the Vendor has good title to the Property and that particulars of the tenancies as set out in the Provisional Agreement are accurate and correct when checked against the original tenancy agreements; and (B) the Purchaser's solicitors being satisfied that the balance of the Consideration payable upon Completion is sufficient to discharge any outstanding indebtedness or mortgage secured against the Property. The total consideration was determined after arm's length negotiations between the parties to the Provisional Agreement taking into account the prevailing market conditions in Hong Kong, as well as a valuation of the Property conducted by Dudley Surveyors Limited (an independent firm of professional surveyors and valuers established in 1988 with extensive experience in conducting property valuations for various listed issuers in Hong Kong) as at 31 December 2004, being the most recent valuation conducted on the Property. The Boards consider that the terms of the Disposal are fair and reasonable and are in the interests of the Companies and the Magnificent Estates Shareholders, the Shun Ho Technology Shareholders and the Shun Ho Resources Shareholders as a whole. S&P Agreement The S&P Agreement is scheduled to be entered into between the Vendor and the Purchaser on or before 27 April 2005. It is currently expected that under the S&P Agreement, its completion will be conditional upon the passing at a general meeting of Shun Ho Resources Shareholders of a resolution to approve the entering into of the S&P Agreement and all the transactions contemplated therein. The Companies will ensure that the extraordinary general meeting of Shun Ho Resources Shareholders shall be held prior to Completion. After the entering into of the S&P Agreement, the S&P Agreement will supersede the Provisional Agreement and the Provisional Agreement will no longer be valid. However, if the S&P Agreement is not entered into between the Vendor and Purchaser on or before 27 April 2005, the Provisional Agreement will continue to be valid. COMPLETION OF THE S&P AGREEMENT Completion of the S&P Agreement will take place on or before 12:00 noon on 27 July 2005. REASONS FOR AND BENEFITS OF THE DISPOSAL Magnificent Estates Group is principally engaged in property investment, development, trading, property leasing, investment in and operation of hotel and investment holding. Shun Ho Technology Group, through its major subsidiary, Magnificent Estates, is principally engaged in property investment, development