09:57     JUNEFIELD GROUP<00758>-Announcement&Resumption of Trading(2)        

    On 26 April 2005, Ever Park, an indirect wholly-owned                     
    subsidiary of the Company, entered into the Disposal                      
    Agreement with Beijing Junefield, a connected person                      
    (as defined in the Listing Rules) of the Company, for                     
    the disposal of the Beijing Property on a fully                           
    underwritten basis.                                                       
                                                                              
    The Acquisition and the Disposal are not                                  
    inter-conditional on each other. The Acquisition                          
    Agreement and the Disposal Agreement are both entered                     
    into on the same day as the negotiation of the                            
    Acquisition and the Disposal took place at the same                       
    time as Mr. Zhou is in control of both Wuhan Sogo and                     
    Beijing Junefield and each of which is a party to the                     
    Acquisition and the Disposal respectively.                                
                                                                              
    I.   THE ACQUISITION                                                      
                                                                              
    The Acquisition Agreement                                                 
                                                                              
    Date:   26 April 2005                                                     
                                                                              
    Parties:                                                                  
                                                                              
    Vendor:   Wuhan Sogo, a collective enterprise (*)                         
    established under the laws of the PRC, of                                 
    which Mr. Zhou has a control over its operations and                      
    financial activities and is regarded as an associate                      
    (as defined under the Listing Rules) of Mr. Zhou and                      
    is accordingly a connected person (as defined under                       
    the Listing Rules) of the Company                                         
                                                                              
    Purchaser:   Junefield China, an indirect                                 
    wholly-owned subsidiary of the Company                                    
                                                                              
    Assets to be acquired:   Wuhan Sogo has agreed to sell                    
    and Junefield China has agreed to purchase the Wuhan                      
    Property with vacant possession.                                          
                                                                              
    Acquisition Consideration:   The acquisition                              
    consideration is RMB27.348 million (approximately                         
    HK$25.8 million) which was determined after arm's                         
    length negotiations with reference to the open market                     
    value of the Wuhan Property as at 26 April 2005 of                        
    HK$25.8 million as appraised by the Valuer. The                           
    acquisition consideration shall be paid in cash as to                     
    RMB13.674 million (approximately HK$12.9 million) to                      
    Wuhan Sogo, or any party designated by Wuhan Sogo,                        
    within 24 months after the completion of the                              
    Acquisition and as to the remaining balance of                            
    RMB13.674 million (approximately HK$12.9 million)                         
    within 36 months after the completion of the                              
    Acquisition.                                                              
                                                                              
    The Acquisition consideration will be satisfied by                        
    internal resources of the Group.                                          
                                                                              
    Other major terms of the Acquisition Agreement                            
    The Acquisition Agreement provides that Junefield                         
    China will be entitled to a land use right on which                       
    the Wuhan Property situates that shall not expire on                      
    or before 28 December 2042.                                               
                                                                              
    If Junefield China fails to fulfill its payment                           
    obligations in accordance with the schedule set out                       
    under the Acquisition Agreement, the Acquisition                          
    Agreement shall lapse. On the other hand, if Wuhan Sogo                   
    fails to transfer the legal title of the Wuhan Property                   
    to Junefield China within 12 months from the date of                      
    completion of the Acquisition Agreement, Wuhan Sogo                       
    shall be required to pay to Junefield China a late                        
    charge of 0.01% on the acquisition consideration for                      
    every day delayed.                                                        
                                                                              
    Pursuant to the Acquisition Agreement, before the                         
    completion of the formalities of the transfer of the                      
    legal title of the Wuhan Property to Junefield China,                     
    Junefield China is entitled to take physical                              
    possession of the Wuhan Property from the date of                         
    completion of the Acquisition Agreement without                           
    paying any charge to Wuhan Sogo.