09:54 PERFECTECH INTL<00765> - Announcement (7) and Purchase Agreements "Consideration" the aggregate consideration in the sum of HK$17,083,000 payable by the Purchaser to the Vendors for the sale and purchase of the Sale Shares "Corporate The corporate guarantees granted by the Company to the Vendors in Guarantees" respect of the Post Completion Payments pursuant to the Acquisition "Directors" directors of the Company "F&G Sale Shares" an aggregate of 884,520 shares representing 36.0% of the issued share capital of PIML "First View" First View Holdings Limited, a company incorporated in the British Virgin Islands and was beneficially interested in 22.5% of the issued share capital of PIML immediately prior to Completion "First View and Glennie Agreement" the agreement for the sale and purchase of theF&G Sale Shares entered into between the Purchaser, First View and Glennie on 22 April 2005 "GV Sale Shares" an aggregate of 122,850 shares representing 5.0% of the issued share capital of PIML "Glennie" Glennie Profits Limited, a company incorporated in the British Virgin Islands and was beneficially interested in 13.5% of the issued share capital of PIML immediately prior to Completion "Great Venture" Great Venture Co., Ltd., a company incorporated in the Republic of Mauritius and was beneficially interested in 5% of the issued share capital of PIML immediately prior to Completion "Great Venture Agreement" the agreement for the sale and purchase of the GVSale Shares entered into between the Purchaser and Great Venture on 22 April 2005 "Group" the Company and its subsidiaries "Hong Kong" the Hong Kong Special Administrative Region of Hong Kong of the People's Republic of China "Independent Board Committee" an independent board committee, comprising Mr. Lam Yat Cheong, Mr. Yip Chi Hung and Mr. Ng Siu Yu, Larry, appointed by the Board to advise the Independent Shareholders as to the fairness and reasonableness of terms of the Sale and Purchase Agreements and the granting of Corporate Guarantees "Listing Rules" the Rules Governing the Listing of Securities on the Stock Exchange "Mime" Mime Limited, a company incorporated in Hong Kong and a substantial Shareholder which is interested in approximately 33.21% of the entire issued share capital of the Company, which is controlled by Mr. Poon "Mr. Lee" Mr. Lee Chun Kit, 100% beneficial owner of Glennie "Mr. Leung" Mr. Leung Ying Wai, Charles, a Director of the Company "Mr. Poon" Mr. Poon Siu Chung, a Director, the Chairman and a substantial Shareholder of the Company who is beneficially interested in approximately 38.10% of the entire issued share capital of the Company "Nielsen" Nielsen Limited, a company incorporated in Hong Kong and substantial Shareholder which is interested in approximately 20.59% of the entire issued share capital of the Company, which is controlled by Mr. Leung "Percentage Ratios" has the meaning as ascribed to it under the Listing Rules "PIML" Perfectech International Manufacturing Limited, a limited liability company incorporated in the British Virgin Islands "Post Completion Payments" the deferred payment of Consideration to be made by the Purchaser to the Vendors on or before 31 July 2005 under the Sale and Purchase Agreements