09:52 PERFECTECH INTL<00765> - Announcement (3) approximately 42.6% to the audited net asset of PIML as at 31 December 2004. The consideration paid by the Company for acquiring 59% of PIML under the 2003 Acquisition was HK$15,340,000 which represented a discount of 13% to the audited pro forma net asset value of PIML as at 30 September 2003 as announced on 11 December 2003. Comparing to the consideration paid under the 2003 Acquisition, the Directors consider that the Consideration is fair and reasonable in view of the quality customer base, synergy and streamlining effect arising from the Acquisition, the improvement in the financial performance in 2004 and the future prospects of PIML. The Acquisition of the remaining equity interest in PIML, by the Company will enable the Group to capture 100% of the profit in PIML and to better position the Company for future business development. Further details are disclosed under the section "Reasons for the Acquisition". The Directors (including the independent non-executive Directors) consider that the terms of the Sale and Purchase Agreements were entered into on normal commercial terms and the Consideration is fair and reasonable as far as the Shareholders are concerned and the Acquisition is in the interest of the Company and the Shareholders as a whole. The consideration for the First View and Glennie Agreement has been/will be satisfied in cash as follows: (a) HK$7,500,000 has been paid as refundable deposit by the Purchaser to First View and Glennie, on a pro-rata basis, upon signing of the First View and Glennie Agreement; and (b) as to the balance of HK$7,500,000 payable by the Purchaser to First View and Glennie, on a pro-rata basis, on or before 31 July 2005 (the "Post Completion Payments"). The Guarantor irrevocably and unconditionally granted guarantees to First View and Glennie respectively for the due and punctual performance of the Purchaser's obligations to pay the Post Completion Payments. The corporate guarantees constitute a connected transaction of the Company under the Listing Rules. Conditions: The First View and Glennie Agreement is conditional upon: (1) if required, the independent Shareholders passing at a special general meeting of the Company the necessary resolution approving the First View and Glennie Agreement and the transactions contemplated thereunder; (2) the warranties provided in the First View and Glennie Agreement remaining true and accurate in all respect(s); (3) all necessary approvals, consents, licences and authorisations required to be obtained by the First View and Glennie and the Purchaser in connection with the First View and Glennie Agreement and the transactions contemplated thereunder have been obtained; and (4) the Great Venture Agreement becoming unconditional and not terminated; Conditions (2) and (3) are waivable by the Purchaser while conditions (1) and (4) are not waivable as stated in the First View and Glennie Agreement. Long-stop Date: The First View and Glennie Agreement provides that should the satisfaction of all the above Conditions, if not waived by the Purchaser, not occur on or before 12:00 noon on 31 May 2005 or such later date as the Purchaser may agree, either orally or in writing, the First View and Glennie Agreement shall terminate, and the Vendors shall forthwith, refund the deposit received to the Purchaser. Further announcement will be made should there be waiver of any of the above conditions or an extension of Long-stop Date or termination of the First View and Glennie Agreement by 12:00 noon on 31 May 2005. 2. The Great Venture Agreement Date: 22 April 2005 Parties: (1) Vendor: Great Venture To the best knowledge, information and belief of the Directors after having made all reasonable enquiries, Great Venture and its ultimate beneficial owner, Mr. Chui Ming Kay, are third parties independent of and not connected with the Company and its connected persons (as defined in the Listing Rules), other than its 5% shareholding in PIML. (2) Purchaser: Freshwater Trading Limited, a company