10:51 UNIVERSAL HOLD<00419> - Announcement (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. UNIVERSAL HOLDINGS LIMITED (Incorporated in the Cayman Islands with limited liability) (Stock Code: 419) AMENDMENTS TO THE TERMS OF THE VERY SUBSTANTIAL ACQUISITION AND CONNECTED TRANSACTIONS RELATING TO THE PROPOSED ACQUISITION OF ANGLO ALLIANCE WHICH INVOLVES THE ISSUE OF NEW SHARES AND CONVERTIBLE NOTES AND APPLICATION FOR THE WHITEWASH WAIVER AND DESPATCH OF CIRCULAR On 11 May 2005, the Company entered into a supplemental agreement with Mr. Ko in relation to the UHL SP Agreement pursuant to which the initial consideration payable by the Company for the acquisition of the entire issued share capital of Orient Ventures upon completion of the UHL SP Agreement is reduced from HK$550 million to approximately HK$366.7 million. Instead of issuing the Convertible Note of HK$287.3 million, the Company will only issue to Mr. Ko the First Tranche Convertible Note of approximately HK$104.0 million upon completion of the UHL SP Agreement (the number of Consideration Shares to be issued to Mr. Ko and the Vendor remains unchanged). Further consideration of an amount of up to approximately HK$183.3 million in the form of the Second Tranche Convertible Note may be issued by the Company to Mr. Ko depending on the Audited Profit of the Anglo Alliance Group for the twelve months following the completion of the Deed. The maximum consideration payable by the Company would be still HK$550 million. Other terms of the UHL SP Agreement remain unchanged. The terms of the First Tranche Convertible Note and the Second Tranche Convertible Note are substantially the same as those of the Convertible Note. On 11 May 2005, the Vendor, Mr. Ko, Orient Ventures and the Company also entered into a supplemental deed in connection with the Deed pursuant to which, among other things, any cash compensation payable by the Vendor pursuant to the price adjustment mechanism under the Deed as disclosed in the announcement of the Company dated 2 February 2005 will be assigned by Orient Ventures to Mr. Ko at completion of the Deed. Such amount may be offset against the same amount payable by Mr. Ko to the Vendor under the promissory note to be issued by Mr. Ko to the Vendor upon completion of the Deed. Further, no charge will be created on the promissory note of HK$183 million in favour of Orient Ventures. The Board announces that the circular containing, among other things, detailed information regarding the very substantial acquisition and connected transactions relating to the proposed acquisition under the UHL SP Agreement which involve application for the Whitewash Waiver, together with the notice of the EGM to be held on 30 May 2005 will be despatched to the Shareholders on 13 May 2005. The unaudited pro forma financial information of the Enlarged Group set out in the circular is reproduced below in the main text of this announcement. Shareholders should note that the Deed (as amended by the Supplemental Deed) and the UHL SP Agreement (as amended by the Supplemental Agreement), each of which is subject to a number of conditions precedent, may or may not be completed. Shareholders are reminded to exercise caution when dealing in the securities of the Company. The board of Directors refers to the Company's announcement dated 2 February 2005 (the "First Announcement"), and the announcements dated 31 March 2005, 22 April 2005, 30 April 2005 and 9 May 2005 (together with the First Announcement, the "Announcements") regarding, among other things, the UHL SP Agreement. Capitalised terms used in this announcement have the same meanings as defined in the Announcements. Amendments to the UHL SP Agreement On 11 May 2005, the Company entered into a supplemental agreement with Mr. Ko (the "Supplemental Agreement") in relation to the UHL SP Agreement, pursuant to which the consideration payable by the Company upon completion of the UHL SP Agreement is reduced from HK$550 million to approximately HK$366.7 million (the "Basic Consideration"). Further consideration of an amount of up to approximately HK$183.3 million may be payable by the Company to Mr. Ko depending on the audited profit (the "Audited Profit") of the Anglo Alliance Group for the twelve months following the completion of the Deed. The maximum consideration payable by the Company would be still HK$550 million.