09:23     GROUP SENSE<00601> - Announcement (2)                               

     *   In consideration of the services rendered by the Property Agent,     
    the Property Agent shall receive a commission in the amount of            
    HK$802,500, representing 0.75% of the Consideration, from the Vendor      
    within seven days after completion. The amount of the commission was      
    agreed by the Vendor and the Property Agent after arm's length            
    negotiations and will be funded by the Group's internal sources.          
                                                                              
    INFORMATION ON THE GROUP                                                  
                                                                              
    The Company is an investment holding company. The principal activities    
    of its subsidiaries and associates are the design, manufacture and sale   
    of a range of electronic handheld products, primarily electronic          
    dictionaries, smartphones and personal digital assistants and original    
    design manufacturing products.                                            
                                                                              
    INFORMATION ON THE PURCHASER                                              
                                                                              
    The Purchaser is a company whose principal business is property           
    investment.                                                               
                                                                              
    CONFIRMATION OF THE DIRECTORS                                             
                                                                              
    The Directors confirm that, to the best of their knowledge, information   
    and belief having made all reasonable enquiry, the Purchaser and the      
    Property Agent are Independent Third Parties, whose respective ultimate   
    beneficial owners are also Independent Third Parties.                     
                                                                              
    NET PROFIT ATTRIBUTABLE TO THE PROPERTY                                   
                                                                              
    The Property has been occupied by the Group for its own use since 1993.   
    As such, the Property has not generated any profits for the Group as a    
    whole.                                                                    
                                                                              
    Upon completion of the Disposal, the Group's fixed assets will decrease   
    by approximately 48% and its current assets will increase by              
    approximately 19% by reference to the book value of the Property and      
    the current assets of the Company as disclosed in the Company's latest    
    published accounts for the six months ended 30 September 2004.            
                                                                              
    USE OF PROCEEDS AND REASONS FOR THE DISPOSAL                              
                                                                              
    The reasons for the Disposal are that the Group intends to relocate its   
    office, to seek better investment opportunities with higher returns and   
    to increase its working capital. The net proceeds from the Disposal is    
    approximately HK$106,017,500. No part of the net proceeds will be         
    applied for repaying the bank loans of approximately HK$22,919,354. The   
    Company currently intends to apply approximately 50% of the net           
    proceeds for seeking better investment opportunities with higher          
    returns and the balance of the net proceeds will be used as the Group's   
    working capital.                                                          
                                                                              
    The Board considers the terms of the Disposal are fair and reasonable     
    and the Disposal is made in the best interests of the shareholders of     
    the Company as a whole.                                                   
                                                                              
    GENERAL                                                                   
                                                                              
    The Disposal constitutes a discloseable transaction of the Company        
    under the Listing Rules. A circular containing details of the Disposal    
    will be sent to shareholders of the Company as soon as possible.          
                                                                              
    DEFINITIONS                                                               
                                                                              
    "Agreement"   the provisional agreement for sale and purchase dated 19    
    May 2005, entered into between Muto Limited as the Vendor, the            
    Purchaser and the Property Agent relating to the Disposal;                
                                                                              
    "associates"   has the meaning ascribed thereto in the Listing Rules;     
                                                                              
    "Board"   the board of Directors;                                         
                                                                              
    "Company"   Group Sense (International) Limited, a company incorporated   
    in Bermuda with limited liability whose shares are listed on the Stock    
    Exchange;                                                                 
                                                                              
    "Consideration"   HK$107,000,000;                                         
                                                                              
    "Directors"   the directors of the Company;                               
                                                                              
    "Disposal"   the disposal of the Property pursuant to the Agreement;      
                                                                              
    "Group"   the Company and its subsidiaries;