10:22 CHINA VELOCITY<00149>-Announcement&Resumption of Trading(1) The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this announcement, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement. China Velocity Group Limited (Incorporated in Bermuda with limited liability) (Stock Code: 149) MAJOR TRANSACTION: DISPOSAL OF MORE CASH The Disposal The Directors announce that on 21 April 2005, the Agreement was entered into between the Vendor and the Purchaser which sets out the terms in respect of the proposed disposal of the Sale Shares and the Sale Loans for the aggregate purchase price of HK$90,000,000. The Sale Shares representing the remaining 60% of More Cash and the Sale Loans representing the entire outstanding shareholder loan owing by More Cash and Eventic to the Vendor. As announced in the First Announcement on 4 March 2005, the Purchaser acquired 40% of the issued shares of More Cash pursuant to the First Agreement which disposal is proposed to be completed at the same time as the Disposal. The Disposal constitutes a major transaction of the Company under the Listing Rules and is therefore subject to approval by the Company's shareholders under Rule 14.40 of the Listing Rules. As none of the shareholders is required to abstain from voting in respect of the Disposal, and the written shareholders' approval had been obtained from the Controlling Shareholder approving the Disposal, the approval of shareholders will be by way of written resolutions in lieu of holding a general meeting in accordance with Rule 14.44. A circular of the Company in relation to the Disposal will be dispatched to shareholders of the Company as soon as reasonably practicable. Suspension and resumption of trading At the request of the Company, the Shares have been suspended from trading on the Stock Exchange from 10:53 a.m. on 22 April 2005, pending the issue of this announcement. Application has been made to the Stock Exchange for resumption of trading of the Shares with effect from 9:30 a.m. on 12 May 2005. The failure of the Company to apply for suspension of trading of its shares before trading commenced on 22 April 2005 constitutes a breach of Rule 14.37 of the Listing Rules. The Stock Exchange reserves its rights to take appropriate action against the Company regarding such breach. Agreement dated 21 April 2005 Parties: The Vendor, Hongkong Macau (International) Limited, a wholly owned subsidiary of the Company; and The Purchaser, Always Rich Resources Inc. To the best of the Directors' knowledge, information and belief having made all reasonable enquiry, the Purchaser and its ultimate beneficial owner, Wang Yung-Tyng, are Independent Third Parties. The Company was not acquainted with the Purchaser before it was approached by the Purchaser directly with an offer resulting in the First Agreement relating to 40% interest in More Cash. The parties started the negotiation about the present Disposal in respect of the remaining 60% interest in More Cash about one month after the previous disposal of 40% interest in More Cash, which negotiation was initiated by the Purchaser. Interest Disposed: (1) 60 ordinary shares of US$1.00 each in the share capital of More Cash, representing 60% of the entire issued share capital of More Cash; and (2) shareholders loan in the aggregate amount of HK$565,663,943 representing the entire balance of the shareholders loan owing as to HK$77,120 by More Cash and as to HK$565,586,823 by Eventic to the Vendor as at 31 March 2005. Consideration: HK$90,000,000, which has been determined at arm's length negotiation with reference to the negative net asset value of More Cash and its subsidiaries of approximately HK$417,468,043 based on its consolidated management accounts as at 31 December 2004, and taking into account an independent valuation of the Property of HK$160,000,000 done by BMI Appraisals Limited, an independent firm of professional valuers, on an open market basis as