10:56     UNIVERSAL HOLD<00419> - Announcement (9)                            

    advanced by the Vendor to Anglo Alliance on or prior to completion of     
    the Deed and such amount will be assigned to Orient Ventures by the       
    Vendor upon completion of the Deed. It is the intention of Orient         
    Ventures to waive the HK$100 million loan due from Anglo Alliance after   
    the assignment.                                                           
                                                                              
    5.        Adjustment is made to reflect the accrued estimated direct      
    costs incurred relating to the acquisition of the Anglo Alliance Group.   
                                                                              
    6.        Adjustments are made to reflect the following:                  
                                                                              
    (i)        issuance of 5,746,570,871 Consideration Shares by the Company  
    as part of the acquisition consideration; and                             
                                                                              
    (ii)        the elimination of the share capital of Hao Ge for the        
    purpose of preparing the unaudited pro forma consolidated balance sheet   
    of the Enlarged Group.                                                    
                                                                              
    7.        Adjustments are made to reflect the following:                  
                                                                              
    (i)        share premium recognised as a result of the issuance of        
    5,746,570,871 Consideration Shares by the Company as part of the          
    acquisition consideration;                                                
                                                                              
    (ii)        elimination of the former shareholder's interests in the      
    Anglo Alliance Group at the date of acquisition on consolidation;         
                                                                              
    (iii)        amortisation of goodwill arising from the acquisition of     
    the Anglo Alliance Group; and                                             
                                                                              
    (iv)        share of results of the Media Group from the acquisition of   
    the Anglo Alliance Group.                                                 
                                                                              
    8.        Adjustment is made to reflect the issuance of the First         
    Tranche Convertible Note of HK$104.0 million and the Second Tranche       
    Convertible Note of HK$183.3 million (assuming the maxmium consideration  
    is paid), which will mature at the date falling on the fifth anniversary  
    of the issuance of the First Tranche Convertible Note and the Second      
    Tranche Convertible Note provided that the conditions set forth in the    
    UHL SP Agreement are met, by the Company as part of the acquisition       
    consideration. The First Tranche Convertible Note and the Second Tranche  
    Convertible Note are interest-free up to the fifth anniversary of the     
    issuance of the notes and thereafter bear interest at a rate equal to     
    the prime rate quoted by the Hongkong and Shanghai Banking Corporation.   
    For the purposes of the unaudited pro forma financial information,        
    interest expense has not been reflected as a pro forma adjustment.        
                                                                              
    9.        Adjustment is made to reflect the waiver on the amount due      
    from Hao Ge to its shareholders upon completion of the Deed.              
                                                                              
    Unaudited pro forma consolidated cash flow statement of the Enlarged      
    Group                                                                     
                                                                              
            Year ended 31 December 2004        Pro forma                      
            The                 Orient                 Anglo                  
                                    Pro forma                                 
    Enlarged                                                                  
            Group                Ventures                 Alliance            
    Hao Ge                Sub-total                adjustments                
            Group                                                             
            HK$'000                HK$'000                HK$'000             
    HK$'000                HK$'000                HK$'000                     
    Note        HK$'000                                                       
                                            (Note 1)                (Note 1)  
                                                                              
    Operating activities                                                      
    Operating profit/(loss)         8,593                -                 -  
                    (55        )        8,538                (22,772          
    )        2, 3        (14,234        )                                     
    Adjustment for:                                                           
    Interest income        (36        )        -                 -            
    (2        )        (38        )        -                         (38      
    )                                                                         
    Depreciation        425                -                 -                
    -                 425                -                         425        
    Amortisation of                                                           
      intangible assets        52                -                 -          
            -                 52                22,772                2       
    22,824                                                                    
    Provision for the deposit                                                 
      for investment                                                          
      in joint venture        2,468                -                 -        
            -                 2,468                -                          
    2,468                                                                     
    Loss on disposal