09:29 <00201>, <00219> & <00253>-Joint Announcement & Resume (5) approximately HK$95 million without taking into account the expenses incurred for the Disposal, including but not limited to agency commission and legal fees. The deficit between the gross consideration and the valuation of the Property as at 31 December 2004 to the Shun Ho Resources Group amounts to approximately HK$20 million. The related revaluation reserve brought forward on 1 January 2005 is approximately HK$115 million. The above estimated loss is calculated based on the current accounting principles generally accepted in Hong Kong and without taking into account any future changes in accounting standards which will or may be announced by the Hong Kong Institute of Certified Public Accountants from time to time and the expenses incurred for the Disposal, including but not limited to agency commission and legal fees. The actual result for the Shun Ho Resources Group resulting from the Disposal will be dependent on the actual result of the Magnificent Estates Group determined upon completion of the Disposal. The Property was held by the Magnificent Estates Group for investment purposes before the Disposal. As the Property is disposed by the Magnificent Estates Group, there will be no effect on the operations or assets of Shun Ho Resources after the Disposal. On the basis of the income statements prepared for the Property for the two financial years ended 31 December 2002 and 31 December 2003 respectively, the total revenue attributable to the Property was approximately HK$4,928,258 and HK$4,132,929 respectively and the net profit before taxation and extraordinary items attributable to the Property for the financial year ended 31 December 2002 was approximately HK$2,132,695 while the net profit before taxation and extraordinary items attributable to the Property for the financial year ended 31 December 2003 was approximately HK$1,787,366; and the net profit after taxation and extraordinary items attributable to the Property for the financial year ended 31 December 2002 was approximately HK$1,790,215 while the net profit after taxation and extraordinary items attributable to the Property for the financial year ended 31 December 2003 was approximately HK$1,462,349. PROCEEDS FROM THE DISPOSAL After taking into account the expenses, including but not limited to the agency commission and legal fees, the net proceeds will be approximately HK$177,800,000. Magnificent Estates intends to use the net proceeds from the Disposal as to approximately HK$24,000,000 for the repayment of the indebtedness of Magnificent Estates Group in respect of a mortgage loan and as to the balance for general working capital for general corporate purposes. GENERAL Magnificent Estates, Shun Ho Technology and Shun Ho Resources are all listed on the Stock Exchange. Shun Ho Resources controls approximately 50.2% of the total voting rights of Shun Ho Technology, which in turn controls approximately 69.2% of the total voting rights of Magnificent Estates. The Disposal as contemplated by the Provisional Agreement constitutes a major transaction for Shun Ho Technology and requires shareholders' approval. Although shareholders' approval is required pursuant to Rule 14.40 of the Listing Rules, written approval for the Disposal has already been obtained by Shun Ho Technology from Omnico Company Inc., (a wholly-owned subsidiary of Shun Ho Resources) who beneficially owns 269,485,937 Shun Ho Technology Shares, representing approximately 50.2% of the nominal value of the securities giving the right to attend and vote at general meetings of Shun Ho Technology. Omnico Company Inc. or its associates do not have any interest in the Disposal which is different from those of other Shun Ho Technology Shareholders. Pursuant to Rule 14.44 of the Listing Rules, shareholders' approval by a majority vote at a general meeting is required to approve the Disposal. However, written shareholders' approval may be accepted in lieu of holding a general meeting provided that no Shun Ho Technology Shareholders are required to abstain from voting at a general meeting to approve the Disposal and the written shareholders' approval has been obtained from Shun Ho Technology Shareholders holding more than 50% of the nominal value of the securities giving the right to attend and vote at general meetings of Shun Ho Technology. As no Shun Ho Technology Shareholders are required to abstain from voting at a general meeting to approve the Disposal, such written shareholders' approval will be accepted in lieu of holding a general meeting of Shun Ho Technology pursuant to Rule 14.44 of the Listing Rules. For Shun Ho Resources, the Disposal as contemplated by the Provisional Agreement constitutes a very substantial disposal under the Listing Rules and requires shareholders' approval. Pursuant to Rule 14.49 of the Listing Rules, the Disposal is subject to approval by Shun Ho Resources Shareholders. However, the Disposal was not entered into subject to shareholder's approval. At the time of entering into of the