10:57     UNIVERSAL HOLD<00419> - Announcement (12)                           

    3.        Adjustment is made to include the share of results of the       
    Media Group but excluding an investment in San Luen held by the Media     
    Company which has been disposed of by the Anglo Alliance Group as part    
    of the Reorganisation, arising from the acquisition in accordance with    
    HK SSAP 10 issued by the HKICPA.                                          
                                                                              
    4.        Adjustment is made to include HK$100 million advanced or to be  
    advanced by 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.                                                               
                                                                              
    Unaudited pro forma statement of (a) adjusted consolidated deficiency in  
    net tangible assets and (b) adjusted consolidated net assets of the       
    Enlarged Group                                                            
                                                                              
    The following is the unaudited pro forma statement of adjusted            
    consolidated deficiency in net tangible assets and adjusted consolidated  
    net assets of the Enlarged Group which is prepared based on the audited   
    consolidated net tangible assets of the Group as at 31 December 2004,     
    adjusted to reflect the effect of the transactions contemplated under     
    the UHL SP Agreement assuming that the UHL SP Agreement had been          
    completed on 31 December 2004.                                            
                                                                              
                            Add: Unaudited                                    
                            adjusted aggregate                                
                                                                              
                            net tangible assets                               
                            of Orient Ventures                                
                            and the Anglo                                     
                            Alliance Group as at                 Less:  The   
    issue of                                  Unaudited pro forma             
                            31 December 2004                the convertible   
                             adjusted consolidated                            
            Audited                but after deduction                        
    notes as part of                 Unaudited pro forma                      
    deficiency in net                                                         
            consolidated net                of expenses payable by            
    the consideration                 adjusted consolidated                   
    tangible assets of the                                                    
            tangible assets of                the Enlarged Group              
    payment for the                 deficiency in net                         
    Enlarged Group                                                            
            the Group as at                  in relation to the               
    acquisition under the                 tangible assets of the              
    attributable to each                                                      
            31 December 2004                UHL SP Agreement                  
    UHL SP Agreement                Enlarged Group                Share       
            HK$'000                HK$'000                HK$'000             
    HK$'000                HK cents                                           
            (Note 1)                (Note 2)                                  
            (Note 3)                                                          
                                                                              
            45,886                225,699                (287,318        )    
    (15,733        )        (0.17        )                                    
                                                                              
                                                                              
                                                                              
    Unaudited pro                                                             
                                                                              
    forma adjusted                                                            
            Unaudited pro forma                                 Add:          
    Intangible                Unaudited pro                 consolidated      
            adjusted consolidated                  Add:                       
    assets arising                 forma adjusted                  net        
    assets of the                                                             
            deficiency in net                  Intangible assets of           
     as a  result of the                 consolidated                         
    Enlarged Group                                                            
            tangible assets of the                 the Group as at            
    acquisition under the                 net assets of the                   
    attributable to each                                                      
            Enlarged Group                31 December 2004                    
    UHL SP Agreement                Enlarged Group                Share       
            HK$'000                HK$'000                HK$'000             
    HK$'000                HK cents                                           
                            (Note 1)                                          
    (Note 3)                                                                  
                                                                              
            (15,733        )        8,023                424,297              
    416,587                4.62                                               
                                                                              
                                                                              
    Notes to the unaudited pro forma statement of adjusted consolidated