10:52 UNIVERSAL HOLD<00419> - Announcement (4) are too few Shares in public hands to maintain an orderly market, then it will consider exercising its discretion to suspend trading in the Shares. Reasons for the amendments The Company, Mr. Ko and the Vendor originally proposed a consideration adjustment mechanism under the Deed in order to protect the interests of the Company whereby the consideration would be based, to an extent, upon the Audited Profit to be achieved by the Anglo Alliance Group. The Supplemental Agreement has been entered into in order further to reduce the transaction risk to the Company by virtue of the fact that only the minimum Basic Consideration is payable by the Company upon completion of the UHL SP Agreement, with the Further Consideration only being payable subject to the Audited Profit multiplied by 9.167 exceeding the Basic Consideration, instead of paying the maximum consideration of HK$550 million upon completion with a clawback mechanism. The ultimate consideration payable by Mr. Ko to the Vendor under the Deed and the ultimate consideration payable by the Company to Mr. Ko will be the same. The Directors are of the view that the terms of the Supplemental Agreement are in the interests of the Company and its shareholders as a whole. Despatch of circular The Board announces that the circular (the "Circular") containing, among other things, detailed information regarding the UHL SP Agreement, accountants' reports on Orient Ventures, Anglo Alliance, Hao Ge and the Media Company, bases and assumptions of the financial projections prepared in connection with the Target Profit (which is deemed to be a profit forecast for the purposes of the Listing Rules and the Takeovers Code), reports from the consultant accountants and the financial adviser to the Company on the Target Profit, the letter of advice from the independent financial adviser to the independent board committee and independent shareholders of the Company in respect of the transactions contemplated under the UHL SP Agreement, the Whitewash Waiver application and the proposed renewal of general mandate to issue new Shares, together with the notice of the EGM to be held on 30 May 2005 will be despatched to the Shareholders on 13 May 2005. A further announcement will be made by the Company after the EGM about the results of the voting at the EGM. As mentioned in the Announcement, the Target Profit is regarded as a profit forecast for the purposes of the Listing Rules and the Takeovers Code. Financial projections of the Anglo Alliance Group (the "Financial Projections") have subsequently been prepared in connection with the Target Profit. The Financial Projections support the Target Profit. In accordance with the Listing Rules and the Takeovers Code, the financial adviser and consultant accountants engaged by the Company have reported on the Target Profit. The financial adviser has reviewed the bases and assumptions underlying the Financial Projections and has expressed reservations with regard to whether a number of fundamental bases and assumptions are realistic and/or reasonable. The financial adviser pointed out that as the formulation of the Target Profit was not based upon any financial projections of the Anglo Alliance Group, to this extent, the profit forecast as embodied in the Target Profit was not compiled with due care and consideration and/or after due and careful enquiry. In addition, given its reservations and qualifications in respect of a number of principal bases and assumptions underlying the Financial Projections, the financial adviser is not in a position to opine that the bases and assumptions underlying the Target Profit are realistic and/or reasonable and the Financial Projections have been compiled with due care and consideration and/or after due and careful enquiry. The financial adviser advises that the Shareholders and investors should not rely upon the Target Profit as a profit forecast. The consultant accountants have also reviewed the accounting policies adopted and calculations made in preparing the Financial Projections. The consultant accountants are of the opinion that the Financial Projections are presented on a basis consistent in all material respects with the accounting policies normally adopted by the Group, Anglo Alliance, Hao Ge and the Media Company and its subsidiaries as set out in the Circular. However, the consultant accountants are unable to form a view that the bases and assumptions underlying the Financial Projections are reasonable or realistic and save as far as the accounting policies and calculations are concerned, they are unable to form a view that the Financial Projections have been properly compiled. Shareholders should refer to the letters from the financial adviser and the consultant accountants set out in the Circular and should not rely