09:58 JUNEFIELD GROUP<00758>-Announcement&Resumption of Trading(3) Completion Completion of the Acquisition is conditional upon: (i) the completion of the First Transfer Agreement and Wuhan Sogo will have no obstacle in obtaining the property certificate and the land use right certificate in relation to the Wuhan Property; (ii) the approval by the independent shareholders of the Company of the Acquisition and the transactions contemplated under the Acquisition Agreement at a general meeting of the Company; (iii) the full compliance of any relevant and applicable requirements under the Listing Rules in relation to the Acquisition Agreement; and (iv) Junefield China being fully satisfied with the due diligence report on the legality and the validity of the title of the Wuhan Property. The land use right certificate will be issued by the Ministry of Land and Resources PRC (*) while the property certificate will be issued by the Property Management Division of Wuhan (*). If any of the above conditions is not fulfilled on or before 31 December 2005 or any later date to be mutually agreed between the parties, the Acquisition will not proceed. For the avoidance of doubt, completion of the Acquisition Agreement is not conditional to the completion of the Disposal Agreement. As advised by the PRC legal advisers, Wuhan Sogo, as a collective enterprise in the PRC, has the legal capacity to enter into the Acquisition Agreement and completion of the Acquisition Agreement is not subject to approval from PRC government authorities. Information on the Wuhan Property The Wuhan Property comprises two floors of a shopping arcade situated at Block A, You Zi Xiang Mansion, No. 374 Jiefang Da Road, Wuhan City, Hubei Province, the PRC with an aggregate gross floor area of 3,691.50 square meters. You Zi Xiang Mansion is a multi-functional complex consisting of two 26-storey commercial / office towers both erected on a 7-level commercial podium situated in the central business district of Wuhan City. The development was completed in about 1999. Wuhan Sogo is a company principally engaged in the operation and management of department stores in Wuhan. Wuhan Sogo agreed to acquire, among others, the interests in the Wuhan Property pursuant to the First Transfer Agreement, which is expected to be completed on or before 29 November 2005. At the time when Wuhan Sogo entered into the First Transfer Agreement with the Independent Third Party to purchase the Wuhan Property, the Company had no intention to purchase the Wuhan Property. The original acquisition cost to Wuhan Sogo attributable to the Wuhan Property under the First Transfer Agreement is estimated to be approximately RMB27.3 million (approximately HK$25.76 million). The completion of the Acquisition is thus subject to, among others, the completion of the First Transfer Agreement. Reasons for the Acquisition The Group is principally engaged in the business of general construction, property investment and management in the PRC while Junefield China is principally engaged in property investment and management in the PRC. The Acquisition is conducted in the ordinary and usual course of business of the Group.