11:17 START TECH<00706> - Announcement & Resumption of Trading (2) As at the date of this announcement, the simplified corporate structure of the Group showing the Group's interests in Chatex and the Plastics Companies is as follows: Note: Before February 2005, the Group was interested in 87.8% interests in Start-Tech (Fujian). As disclosed in the Company's announcement dated 21 February 2005, in February 2005, the Group entered into an equity transfer agreement to acquire the remaining 12.2% interest in Start-Tech (Fujian). Consideration The Consideration of RMB33,800,000 (equivalent to approximately HK$31,887,000) was determined after arm's length negotiation between the Company and Smart Eastern and on normal commercial terms with reference to the aggregate of the audited net asset value of of Fuqing Plastics of RMB54,096,000 as at 31 December 2004 (prepared in accordance with the GAAP of the PRC) and the unaudited deficiency in net asset of Wuhan Plastics of HK$920,000 (prepared in accordance with Hong Kong GAAP) as at 31 December 2004. Smart Eastern shall have the right to undertake an independent review of the net asset value of the Plastics Companies as at 31 December 2004. In the event that the aggregate net asset value of the Plastics Companies (based on the GAAP of the PRC) as at 31 December 2004 after such review ("Final NAV") falls short of RMB46,070,000, Smart Eastern shall have the right to request an adjustment to the Consideration based on the Final NAV. The final Consideration shall be agreed between the Company and Smart Eastern. Further announcement will be made by the Company should the Consideration be adjusted after such review. As advised by Smart Eastern, the independent review has been started and undertaken by its own accounting staff after the signing of the Equity Transfer Agreement, and is expected to be completed by early June 2005. As at 31 December 2004, the unaudited aggregate net asset value of the Plastics Companies is approximately HK$72,978,000 (prepared in accordance with Hong Kong GAAP) and the unaudited aggregate net asset value of the Plastics Companies attributable to the Group is approximately HK$42,258,000 (prepared in accordance with Hong Kong GAAP). The Consideration shall be paid by Smart Eastern to the Company in the following manner: i) a deposit of RMB5,000,000 (equivalent to approximately HK$4,717,000) ("Deposit") has been paid upon the signing of the Memorandum of Understanding on 23 March 2005; ii) RMB10,000,000 (equivalent to approximately HK$9,434,000) ("First Payment") shall be paid within three business days from the date of receiving a notice from the Company of the obtaining clearance of this announcement by the Stock Exchange; iii) RMB10,000,000 (equivalent to approximately HK$9,434,000) ("Second Payment") shall be paid within three business days from the date of receiving a notice from the Company of the obtaining the approval of the Equity Transfer Agreement by the shareholders of the Company; and