09:29     NORSTAR<02339> - Announcement & Resumption of Trading (2)           

    Shares to be subscribed                                                   
    Pursuant to the terms of the Agreement, the Subscriber has agreed to      
    subscribe and Profound Global has agreed to issue and allot the           
    Subscription Shares.                                                      
                                                                              
    The Subscription Shares represent 40% of the enlarged issued share        
    capital of Profound Global.                                               
                                                                              
    Profound Global is an investment holding company and the sole asset       
    of which is its 100% shareholding interest in Profound Automotive.        
                                                                              
    Profound Automotive is an investment holding company and the sole         
    asset of which is its 100% equity interest in each of Grandwell and       
    Profound Automobile.                                                      
                                                                              
    It is currently expected that the Subscriber would enter into the         
    Shareholders Agreement at Completion which would provide, inter alia,     
    that any transfer of shares by a shareholder of Profound Global would     
    be subject to pre-emption right of the other shareholder(s).              
                                                                              
    (The details of the Shareholding structure of Profound Global immediately 
    before and after Subscription, please refer to the press announcement.)   
                                                                              
    Principal terms of the Agreement                                          
    The principal terms and conditions of the Agreement were arrived at       
    after arm's length negotiations between the Parties and are               
    summarised below:                                                         
                                                                              
    I.                                                                        
    Consideration and Payment Terms                                           
    In consideration of Profound Global and Mr. Liu entering the              
    Agreement and performing all their respective obligations under the       
    Agreement (including the obligations of Profound Global to issue and      
    allot the Subscription Shares and the obligations of Mr. Liu to           
    guarantee the obligations and liabilities of Profound Global under        
    the Subscription Agreement), the Subscriber shall pay the                 
    Subscription Price to Profound Global. The Subscription Price of          
    HK$181,660,377 is determined with reference to the profit after           
    taxation of the Profound Global Group for the year ended 31 December,     
    2003 which represents a price/earning ratio of approximately 7 times      
    to the attributable 40% of the profit after taxation of the Profound      
    Global Group for the year ended 31 December, 2003.                        
                                                                              
    The Subscription Price shall be satisfied by the Group by three           
    installments. The payment schedule is set out below:                      
                                                                              
    First installment:             The Subscriber shall pay                   
                                   HK$90,830,189, being 50% of                
                                   the Subscription Price, by                 
                                   way of cheque to Profound                  
                                   Global upon Completion                     
    Second installment:            The Subscriber shall pay                   
                                   HK$54,498,113, being 30% of                
                                   the Subscription Price, by                 
                                   way of cheque to Profound                  
                                   Global on or before 31                     
                                   January, 2005                              
    Third installment:             The remaining balance of                   
                                   HK$36,332,075, shall be paid               
                                   by way of cheque to Profound               
                                   Global on or before 31 March,              
                                   2005                                       
                                                                              
                                                                              
                                                                              
    The Agreement was negotiated on arm's length basis between the            
    Parties and the Directors (including the independent non-executive        
    Directors) are of the view that the terms of the Subscription are on      
    normal commercial terms and are fair and reasonable and in the            
    interests of the Shareholders as a whole.                                 
                                                                              
    The Subscription Price will be satisfied by the internal resources        
    of the Group and/or fund raising activities as may be conducted by        
    the Company if necessary. As at the date of this announcement, the        
    Company has not earmarked any particular amount of its internal           
    resources for the Subscription Price, or decided on any amount of         
    fund raising, or any such plan at all. It is the current intention of     
    the Company to satisfy the Subscription Price by internal resources,      
    and the Company has sufficient internal resources to satisfy the          
    payment.                                                                  
                                                                              
    II.                                                                       
    Profit Guarantee