09:34     GOLDEN HARVEST<01132> - Announcement & Resumption (4)               

    Fractions of Rights Shares                                                
    The Company will not provisionally allot fractions of                     
    Rights Shares. The Company will sell any Rights Shares                    
    created from the aggregation of fractions of Rights Shares                
    (if a premium, net of expenses, can be obtained), and will                
    retain the proceeds for its own benefit.                                  
                                                                              
    Applications for excess Rights Shares                                     
    Qualifying Shareholders are entitled to apply for any                     
    unsold entitlements of the Excluded Shareholders, any                     
    unsold Rights Shares created by adding together fractions                 
    of Rights Shares and any Rights Shares provisionally                      
    allotted to but not accepted by Qualifying Shareholders.                  
    Application may be made by completing the form of                         
    application for excess Rights Shares and lodging the same                 
    with a separate remittance for the excess Rights Shares                   
    being applied for. The Directors will allocate the excess                 
    Rights Shares at their discretion, but on a fair and                      
    equitable basis as far as practicable but preference will                 
    be given to topping up odd lots to whole board lots.                      
                                                                              
    The latest time for acceptance of, and payment for, Rights                
    Shares and application, and payment, for excess Rights                    
    Shares is expected to be at 4:00 p.m. on Tuesday, 11                      
    January 2005, or such later date as may be agreed between                 
    the Company and FB Gemini.                                                
                                                                              
    Application for listing                                                   
    The Company will apply to the Listing Committee of the                    
    Stock Exchange for the listing of, and permission to deal                 
    in, the Rights Shares, in both their nil-paid and fully-                  
    paid forms.                                                               
                                                                              
    Nil-paid Rights Shares will be traded in board lots of                    
    2,000 Shares. Dealing in the Rights Shares in both their                  
    nil-paid and fully-paid forms registered in the branch                    
    register of the Company in Hong Kong will be subject to the               
    payment of stamp duty in Hong Kong.                                       
                                                                              
    UNDERWRITING ARRANGEMENTS                                                 
    Underwriting Agreement                                                    
    Date:   26 November, 2004                                                 
                                                                              
    Parties:   the Company and FB Gemini                                      
                                                                              
    Number of Rights Shares underwritten:   Not less than                     
    259,821,875 Rights Shares and not more than 264,846,875                   
    Rights Shares, being the total number of Rights Shares to                 
    which holders of the existing Shares held on the Record                   
    Date will be entitled to subscribe pursuant to the Rights                 
    Issue                                                                     
                                                                              
    Commission:   2.5% of the total Subscription Price of the                 
    Rights Shares underwritten                                                
                                                                              
    The commission payable to FB Gemini was determined after                  
    arm's length negotiations between the Company and FB Gemini.              
    The Directors consider that such commission is on normal                  
    commercial terms and is comparable with market rate. So far               
    as the Directors are aware, FB Gemini is not a, and is                    
    independent of any, connected person (as defined in the                   
    Listing Rules) of the Company.                                            
                                                                              
    CONDITIONS OF THE UNDERWRITING AGREEMENT                                  
    The Underwriting Agreement is conditional upon, among other               
    things, the following conditions being fulfilled:                         
                                                                              
    1.   the Listing Committee of the Stock Exchange granting                 
    approval for the listing of, and permission to deal in, the               
    Rights Shares in both their nil-paid and fully-paid forms;                
                                                                              
    2.   the registration of the Prospectus Documents with the                
    Registrar of Companies in Hong Kong and the delivery and                  
    filing of the Prospectus Documents with the Registrar of                  
    Companies in Bermuda;                                                     
                                                                              
    3.   the Bermuda Monetary Authority granting the consent to               
    the issue of the Rights Shares, if required; and                          
                                                                              
    4.   the compliance by the Company of its obligations under               
    the Underwriting Agreement.