09:53 PERFECTECH INTL<00765> - Announcement (4) incorporated in the British Virgin Islands and is an indirect wholly owned subsidiary of the Company (3) Guarantor: The Company Asset acquired GV Sale Shares. Consideration HK$2,083,000. The consideration was determined after arm's length negotiation between the parties to the Great Venture Agreement and on the same basis as those under the First View and Glennie Agreement. The consideration for the Great Venture Agreement has been/will be satisfied in cash as follows: (a) HK$1,041,500 has been paid as refundable deposit by the Purchaser to Great Venture upon signing of the Great Venture Agreement; and (b) as to the balance of HK$1,041,500 to be paid by the Purchaser to Great Venture on or before 31 July 2005 (the "Post Completion Payments"). The Guarantor irrevocably and unconditionally granted a guarantee to Great Venture for the due and punctual performance of the Purchaser's obligations to pay the Post Completion Payments. Conditions: The Great Venture Agreement is conditional upon: (1) if required, the independent Shareholders passing at a special general meeting of the Company the necessary resolution approving the Great Venture Agreement and the transactions contemplated thereunder; (2) the warranties provided in the Great Venture Agreement remaining true and accurate in all respect(s); (3) all necessary approvals, consents, licences and authorisations required to be obtained by Great Venture and the Purchaser in connection with the Great Venture Agreement and the transactions contemplated thereunder have been obtained; and (4) the First View and Glennie 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 Great Venture Agreement. Long-stop Date: The Great Venture 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 Great Venture 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 Great Venture Agreement by 12:00 noon on 31 May 2005. Information on PIML PIML is a company incorporated in the British Virgin Islands and its subsidiaries are principally engaged in (i) the manufacturing and trading of toys and consumer products (such as plastic cup holders used in cars); (ii) the manufacturing of plastic injection moulds for plastic toys; and (iii) provision of technical services involving high precision injection assembly of such moulds (EMS). The Company acquired 59% of PIML, which was formerly named as Rich Success Profits Limited, on 9 December 2003. The announcement for the acquisition of 59% equity interest in PIML by the Company was made on 11 December 2003. As stated in the announcement, the vendors were First View (3%), Glennie (7%) and Dynamic Champion Inc. (49%) who and whose ultimate beneficial owners were, to the best knowledge, information and belief of the Directors after having made all reasonable enquiries, third parties independent of and not connected with the Company and its connected persons (as defined in the Listing Rules). The total consideration was HK$15,340,000. Since then, the results of PIML have been consolidated into the Group. According to the audited consolidated financial statements of PIML (which accounted for only 23 days of the results of PIML from 9 December to 31 December 2003, both dates inclusive), the audited consolidated turnover, net profit before taxation and minority interests and net