10:19     <00577><00498><00372> - Joint Announcement (2)                      

    The boards of directors of Paul Y and ITC announce that the               
    circulars of Paul Y and ITC in relation to, among other                   
    things, the disposal of Paul Y Construction, the provision of             
    the Facility, the Underwriting Agreement, the Hidden                      
    Agreement (which together lead to an acquisition of an                    
    interest in Skynet) and the Paul Y Hidden Agreement, have                 
    been despatched to the respective shareholders of Paul Y and              
    ITC on 30th November, 2004.                                               
                                                                              
    CONNECTED TRANSACTIONS                                                    
    As Paul Y will be the controlling shareholder of Skynet upon              
    Completion, Paul Y will be regarded as a connected person of              
    Skynet pursuant to the Listing Rules. Accordingly,                        
    transactions between the Enlarged Group and the Remaining                 
    Paul Y Group will constitute connected transactions or                    
    continuing connected transactions of Skynet under the Listing             
    Rules upon Completion.                                                    
                                                                              
    Exempt connected transactions                                             
    Performance bond counter indemnity and bank facility                      
    guarantee arrangements:                                                   
    As of 31st March, 2004, certain members of the Remaining Paul             
    Y Group have provided certain counter indemnities and                     
    guarantees in favour of insurance companies and banking                   
    institutions in relation to various performance bonds and                 
    revolving banking facilities made available to the Paul Y                 
    Construction Group by these insurance companies and banking               
    institutions in a total amount of approximately HK$623.3                  
    million. It is a term of the Remaining Paul Y Group providing             
    such counter indemnities and guarantees for the Paul Y                    
    Construction Group that the Paul Y Construction Group in turn             
    indemnifies the Remaining Paul Y Group for any loss and                   
    damage that the Remaining Paul Y Group has incurred as a                  
    result of the Paul Y Construction Group's default under the               
    relevant performance bonds and banking facilities.                        
                                                                              
    The Directors consider that the performance bond counter                  
    indemnity and bank facility guarantee arrangements, including             
    the term that the Paul Y Construction Group in turn                       
    indemnifies the Remaining Paul Y Group for any loss and                   
    damage that the Remaining Paul Y Group has incurred as a                  
    result of the Paul Y Construction Group's default under the               
    relevant performance bonds and banking facilities, have been              
    entered into on normal commercial terms where no security                 
    over the assets of the Enlarged Group is granted. Further, no             
    fee is payable by the relevant members of the Paul Y                      
    Construction Group to the Remaining Paul Y Group in relation              
    to the provision of those performance bond counter                        
    indemnities and bank facility guarantees.                                 
                                                                              
    Upon Completion, the aforesaid performance bond counter                   
    indemnity and bank facility guarantee arrangements, including             
    the term that the Paul Y Construction Group in turn                       
    indemnifies the Remaining Paul Y Group for any loss and                   
    damage that the Remaining Paul Y Group has incurred as a                  
    result of the Paul Y Construction Group's default under the               
    relevant performance bonds and banking facilities, will                   
    constitute connected transactions of Skynet but fall within               
    the exemption under Rule 14A.65(4) of the Listing Rules.                  
    Accordingly, such counter indemnity and guarantee                         
    arrangements will not be subject to any disclosure or                     
    shareholders' approval requirements under the Listing Rules.              
                                                                              
    Non-exempt Continuing Connected Transactions                              
    Certain members of the Enlarged Group have entered or will                
    enter into certain transactions with the Remaining Paul Y                 
    Group which are expected to continue in future upon                       
    Completion.                                                               
                                                                              
    In accordance with the Listing Rules, an independent board                
    committee should be formed to advise the Independent                      
    Shareholders on the fairness and reasonableness of the                    
    Continuing Connected Transactions. Mr. Cheung Hon Kit is a                
    director of Paul Y. Mr. Ng Wai Hung is a partner of a law                 
    firm which has rendered legal services to Paul Y and its                  
    associates in the past few years. Accordingly, no independent             
    board committee has been formed and Equitas, the independent              
    financial adviser, has been appointed to advise the                       
    Independent Shareholders on the Continuing Connected                      
    Transactions, details of which are set out in the Skynet                  
    Circular.                                                                 
                                                                              
    The following are the non-exempt Continuing Connected                     
    Transactions which will, after Completion, be subject to                  
    reporting, announcement and independent shareholders'                     
    approval requirements under the Listing Rules: