09:38     YUGANG INT'L<00613> & QUALIPAK INT'L<01224> - Joint Ann. (3)        

    S&P Agreement and the remaining balance of                                
    HK$40,000,000 will be paid by the Second Purchaser                        
    to the Second Vendor on or before 24 June 2005 or such                    
    other date as may be mutually agreed between the                          
    Second Vendor and the Second Purchaser. The directors                     
    of Qualipak intend to fund the entire consideration                       
    wholly by internal resources of the Qualipak Group.                       
                                                                              
    The consideration has been arrived at after arm's                         
    length negotiations between the Second Purchaser and                      
    the Second Vendor with reference to the valuation by                      
    Savills (Hong Kong) Limited of the Second Property                        
    with vacant possession of approximately                                   
    HK$47,000,000 as at 11 May 2005.                                          
                                                                              
    Completion:                                                               
    Subject to the Second Vendor proving its title to the                     
    Second Property in accordance with section 13 of the                      
    Conveyancing and Property Ordinance (Chaper 219 of                        
    the Laws of Hong Kong), the Second Completion shall                       
    take place on or before 24 June 2005 or such other                        
    date as may be mutually agreed between the Second                         
    Vendor and the Second Purchaser. If the Second Vendor                     
    shall fail to prove its title to the Second Property                      
    as aforesaid, the Second Purchaser shall have the                         
    right to rescind the Second S&P Agreement whereupon                       
    the deposit in the sum of HK$3,000,000 shall be                           
    refunded by the Second Vendor to the Second Purchaser.                    
                                                                              
    REASONS FOR AND BENEFITS OF THE ACQUISITIONS                              
    The principal activities of Yugang and its                                
    subsidiaries are the trading of automobile parts,                         
    treasury investments, and property and other                              
    investments.                                                              
                                                                              
    The principal activities of Qualipak and its                              
    subsidiaries are the manufacturing and trading of                         
    watch boxes, gift boxes, spectacles cases, bags and                       
    pouches and treasury investment activities.                               
                                                                              
    The First Property and the Second Property are office                     
    premises in a high-grade commercial building located                      
    in North Point, Hong Kong. The principal place of                         
    business of Qualipak in Hong Kong is situated in the                      
    First Property.                                                           
                                                                              
    The directors of Qualipak believe that the                                
    Acquisitions can enhance the property portfolio and                       
    the future earnings of the Qualipak Group as well as                      
    save the Qualipak Group of the rental of HK$1,200,000                     
    per annum in relation to the First Property. In                           
    relation to the Second Property, the Qualipak Group                       
    may in the future occupy part thereof after completion                    
    of the acquisition of 60% of the issued share capital                     
    of Hoi Tin Universal Limited as per the joint                             
    announcement of Qualipak and Yugang dated 30 March                        
    2005. Besides, the Qualipak Group will continue to                        
    expand its capacity as mentioned in its 2004 annual                       
    report which will result in its hiring of more staff                      
    and hence the need of more office space. Pending such                     
    occupation by the Qualipak Group, the Qualipak Group                      
    may let out the Second Property at a rental of at least                   
    HK$1,200,000 per annum (or an investment return of                        
    approximately 2.79% per annum based on the purchase                       
    price of the Second Property of HK$43,000,000) and                        
    this will increase the recurrent income of the                            
    Qualipak Group. Thus the Acquisitions are in the                          
    interests of Qualipak and its shareholders as a whole.                    
    Taking into account the value of the First Property                       
    (subject to the Tenancy Agreement) of approximately                       
    HK$35,000,000 as at 11 May 2005, and that of the Second                   
    Property with vacant possession of