09:58 JUNEFIELD GROUP<00758>-Announcement&Resumption of Trading(4) As advised by Wuhan Sogo, the Wuhan Property was vacant during 2002, 2003 and 2004 and has remained vacant since Wuhan Sogo agreed to acquire it in November 2004. As the First Transfer Agreement is not yet completed and Wuhan Sogo has not obtained the property certificate, the Wuhan Property has been vacant since Wuhan Sogo agreed to acquire it in November 2004. The Wuhan Property will be sold to the Group with vacant possession. The Group presently intends to hold the Wuhan Property as a long-term investment and will lease the Wuhan Property to generate recurrent income. After Junefield China has obtained the property certificate, the Group will commence such necessary marketing program to lease the properties to potential tenants, including Wuhan Sogo. Up to the date of this announcement, there has been no negotiation between the Group and Wuhan Sogo in relation to the lease of the Wuhan Property. In the event that the Group enters into any lease arrangement with Wuhan Sogo, it will constitute a continuing connected transaction of the Company under the Listing Rules and the Company will comply with all applicable disclosure and/or Shareholders' approval requirements (if any) under the Listing Rules. The Directors consider that the Acquisition is an opportunity for the Group to expand its investment property portfolio, particularly in relation to retail and commercial businesses, and to generate recurrent income to the Group in a long-term perspective. The Directors also consider that the Acquisition Agreement is in the interests of the Company and the Shareholders as a whole and the terms of which are fair and reasonable. II. THE DISPOSAL The Disposal Agreement Date: 26 April 2005 Parties: Vendor: Ever Park, an indirect wholly-owned subsidiary of the Company Underwriter: Beijing Junefield, a company in which Mr. Zhou is entitled to exercise more than 30% of the voting power at its general meetings Assets to be sold: Ever Park has decided to sell the Beijing Property and therefore appointed Beijing Junefield as the exclusive agent and Beijing Junefield has agreed to act as the exclusive agent for and underwriter of the Beijing Property. Disposal Consideration: The total disposal consideration for the Beijing Property shall not be less than RMB26.43 million (approximately HK$24.934 million) which was determined after arm's length negotiations with reference to the open market value of the Beijing Property of HK$24.934 million as at 26 April 2005 as appraised by the Valuer. Pursuant to the Disposal Agreement, Ever Park has agreed to sell the Beijing Property at prices not lower than those minimum selling prices of the Beijing Property stipulated in the Disposal Agreement. Once an office unit under the Beijing Property is sold in the market, all the sale proceeds (including the excess over the minimum selling price stipulated in the Disposal Agreement, if any) will be deposited into the bank account designated by Ever Park in accordance with the terms of the sale and purchase agreements to be entered into with the ultimate buyers. If any of the 15 office units remains unsold upon the expiry of the Disposal Agreement, i.e. 30 November 2005, Beijing Junefield as the underwriter shall purchase from Ever Park the remaining office units under the Beijing Property at the minimum pre-determined price stipulated in the Disposal Agreement and pay to Ever Park in cash the purchase price thereof on or before 30 December 2005, being 30 days from the expiry of the Disposal Agreement.