11:10     UNITED POWER<00674>-Announcement&Resumption of Trading (2)          

    approximately 8.70% to the average closing price of the                   
    Shares of HK$0.552 quoted on the Stock Exchange for the ten               
    consecutive trading days immediately prior to 11 May 2005.                
    The net placing price of the Placing is approximately                     
    HK$0.585 per Share.                                                       
                                                                              
    The Placing Price was negotiated on arm's length basis                    
    between the Company and the Placing Agent.  The Directors                 
    consider that the Placing Price is fair and reasonable based              
    on current market conditions and in the interest of the                   
    Company and its shareholders as a whole.  The total amount                
    of Placing Price for the Placing Shares is approximately                  
    HK$131.51 million.                                                        
                                                                              
    Underwriting commission payable to the Placing Agent:                     
    The Placing is fully underwritten by the Placing Agent with               
    underwriting commission calculated as 2% of the amount                    
    equal to the Placing Price multiplied by the number of the                
    Placing Shares.                                                           
                                                                              
    Condition of the Placing                                                  
    The Placing is unconditional.                                             
                                                                              
    THE TOP-UP SUBSCRIPTION AGREEMENT DATED 11 MAY 2005                       
                                                                              
    Parties Involved:                                                         
    The Company and the Vendor                                                
                                                                              
    The Top-Up Subscription Price:                                            
    The Top-Up Subscription Price is HK$0.6 per Share.  The                   
    Top-Up Subscription Price is the same to the Placing Price                
    and was determined after arm's length negotiation between                 
    the Company and the Vendor with reference to the Placing                  
    Price of the Placing Shares.                                              
                                                                              
    Number of Top-Up Subscription Share:                                      
    The number of Top-Up Subscription Shares is equivalent to                 
    the number of Placing Shares, being 219,176,800 Shares.                   
                                                                              
    Ranking of Top-Up Subscription Shares:                                    
    The Top-Up Subscription Shares, when issued and fully paid,               
    will rank pari passu in all respects among themselves and                 
    with the existing issued Shares.                                          
                                                                              
    Conditions of the Top-Up Subscription:                                    
    The Top-Up Subscription is conditional upon:                              
                                                                              
    1. the Listing Committee of the Stock Exchange granting                   
    listing of, and permission to deal in, all of the Top-Up                  
    Subscription Shares; and                                                  
                                                                              
    2. completion of the Placing.                                             
                                                                              
    The Top-Up Subscription Agreement does not provide either                 
    party the rights to waive the above conditions.                           
                                                                              
    Application has been made by the Company to the Stock                     
    Exchange for the listing of and permission to deal in the                 
    Top-Up Subscription Shares.                                               
                                                                              
    General Mandate:                                                          
    The Top-up Subscription Shares will be issued under the                   
    general mandate ("General Mandate") to allot, issue and                   
    deal with Shares granted to the Directors by resolution of                
    the Shareholders passed at the annual general meeting (the                
    "AGM") of the Company held on 25 August 2004 subject to the               
    limit up to 20% of the issued share capital of the Company                
    as at the date of passing the resolution at the AGM (i.e.                 
    219,176,800 Shares).  As at the date of this announcement,                
    no new Shares has been issued under the General Mandate.                  
    The Top-up Subscription will utilize 100% of the Shares                   
    issuable under the General Mandate.                                       
                                                                              
    The Company had not conducted any fund raising exercise                   
    during the past twelve months.                                            
                                                                              
    Completion:                                                               
    Under the Listing Rules, the Top-Up Subscription must be                  
    completed within 14 days from the date of the Placing                     
    Agreement, that is, on or before 25 May 2005.                             
                                                                              
    In the event that the conditions to the Top-Up Subscription               
    Agreement are not fulfilled by 25 May 2005, the Company and               
    the Vendor may elect, subject to compliance with all                      
    requirements in relation to connected transactions under