09:59 JUNEFIELD GROUP<00758>-Announcement&Resumption of Trading(5) If none of the 15 office units is being sold upon the expiry of the Disposal Agreement, Beijing Junefield as underwriter shall purchase the Beijing Property at RMB26.43 million (approximately HK$24.934 million). Other major terms of the Disposal Agreement Pursuant to the Disposal Agreement, Beijing Junefield is entitled to receive a selling commission of 2.5% of the total consideration. It is not specified in the Disposal Agreement that the Beijing Property cannot be disposed to connected persons (as defined under the Listing Rules) of the Company. Effective date: The Disposal Agreement will become effective upon the fulfillment of all the following conditions: (i) the approval by the independent shareholders of the Company of the Disposal and the transactions contemplated under the Disposal Agreement at a general meeting of the Company; and (ii) the full compliance of any relevant and applicable requirements under the Listing Rules in relation to the Disposal Agreement. If any of the above conditions is not fulfilled on or before 30 November 2005, the Disposal will not proceed. For the avoidance of doubt, completion of the Disposal Agreement is not conditional to the completion of the Acquisition Agreement. As advised by the PRC legal advisers, completion of the Disposal Agreement is not subject to approval from PRC government authorities. Information on the Beijing Property The Beijing Property comprises 15 office units of Junefield Plaza Office Tower 1, No. 6 Xuan Wu Men Wai Da Jie, Beijing, the PRC with a total gross floor area of 1,526.53 square meters. Junefield Plaza is a commercial compound comprising several blocks of office buildings and several department store buildings. The development was completed in about 1997. Ever Park, an indirect wholly-owned subsidiary of the Company engaging in property investment in the PRC, acquired the Beijing Property in 2003 and it is in the process of registering the legal title of the Beijing Property. The Beijing Property has been accounted as non-current asset in the financial statements of the Company. The Company has not leased out the Beijing Property since its acquisition and the Beijing Property has not generated any rental income for the Group. The original acquisition cost to Ever Park attributable to the Beijing Property was RMB13.279 million (approximately HK$12.53 million). It was the intention for the Company to hold the Beijing Property for rental purpose at the time of acquisition and the Directors expected that the Beijing Property would provide an additional security for bank financing so as to improve the cash flow position of the Group. However, in view of the difficulty in obtaining bank financing in the PRC, no arrangement with the bank in respect of the Beijing Property has been concluded despite the continuous effort of the Group. In addition, in light of the subsequent appreciation of the value of the Beijing Property, the Company considers the Disposal is in the best interests of the Company. Furthermore, the Company considers disposing the Beijing Property at a vacant condition may yield a better selling price. Reasons for the Disposal The Group is engaged in the business of general construction, property investment and management in the PRC. The Disposal is conducted in the ordinary and usual course of business of the Group.