10:20     <00577><00498><00372> - Joint Announcement (3)                      

    Construction Service Agreement:                                           
    Upon Completion, Paul Y Construction will enter into the                  
    Construction Service Agreement with the Remaining Paul Y                  
    Group pursuant to which the Paul Y Construction Group will                
    provide construction, maintenance and project management                  
    services to the Remaining Paul Y Group, which entails                     
    provision of services as main contractor, project manager and             
    sub-contractor for a variety of works including                           
    superstructure, foundation, infrastructure facilities,                    
    maintenance construction and interior decoration. These                   
    services will be in the ordinary and usual course of business             
    of the Remaining Paul Y Group. The service fee will be                    
    settled by cash within 1.5 months after the issue of                      
    architect certification based on the progress of each project.            
    The reasons for entering into the Construction Service                    
    Agreement are that at present, there are projects of the                  
    Remaining Paul Y Group for which the Paul Y Construction                  
    Group may provide construction services. These projects                   
    include the development of a bulk handling sea port at                    
    Yangkou Port, Nantong City, Jiangsu, the PRC and the property             
    development site at Lang De Dong, Fu Cheng, Taishan                       
    Municipality, Guangdong Province, the PRC.                                
                                                                              
    The services to be provided pursuant to the Construction                  
    Service Agreement may be provided by subsidiaries of Paul Y               
    Construction. Under the Construction Service Agreement, the               
    services, of which the charges shall be determined by                     
    reference to the quantities and prices of materials to be                 
    used and the works to be performed, shall be provided on                  
    normal commercial terms and on terms no less favourable to                
    the Enlarged Group than those offered to independent third                
    parties. Further, the relevant member of the Enlarged Group               
    will enter into a separate subsidiary agreement with the                  
    relevant member of the Remaining Paul Y Group setting out the             
    detailed terms and conditions for the provision of the                    
    services in respect of the project concerned. The terms of                
    such separate agreement will comply with the basis laid down              
    in the Construction Service Agreement including the                       
    requirement of normal commercial terms, and subject to the                
    annual cap as mentioned below and compliance with the                     
    requirements under the Listing Rules.                                     
                                                                              
    The Construction Service Agreement will continue for a term               
    commencing from Completion (which is expected to be on or                 
    before 31st January, 2005) to 31st March, 2007 and may be                 
    renewed between the parties.                                              
                                                                              
    For each of the four years ended 31st March, 2004, the value              
    of construction services (in terms of revenue recognition)                
    rendered by the Paul Y Construction Group to the Remaining                
    Paul Y Group amounted to approximately HK$135.4 million,                  
    HK$52.7 million, HK$49.2 million and HK$6.5 million                       
    respectively. The value of construction services in the past              
    four years has been affected by the economic downturn and as              
    a result, the number of property development projects                     
    undertaken by the Paul Y Construction Group was in a                      
    decreasing trend. Accordingly, a decrease in value of the                 
    construction services in the past few years was recorded.                 
                                                                              
    The Directors propose that the annual cap amounts of the                  
    value of construction services to be rendered under the                   
    Construction Service Agreement by the Paul Y Construction                 
    Group to the Remaining Paul Y Group for each of the three                 
    years ending 31st March, 2005, 2006 and 2007 will not exceed              
    HK$10 million, HK$60 million and HK$60 million, respectively.             
    The basis of the annual cap amounts has been determined with              
    reference to (i) the terms of the Construction Service                    
    Agreement; (ii) the historical transaction value in terms of              
    revenue recognition recorded by the Paul Y Construction Group             
    in respect of the construction services rendered to the                   
    Remaining Paul Y Group as mentioned above; (iii) the                      
    historical contract sum of the projects undertaken by the                 
    Paul Y Construction Group to provide construction services to             
    the Remaining Paul Y Group; and (iv) the projects of the                  
    Remaining Paul Y Group for which the Paul Y Construction                  
    Group may provide construction services, including the                    
    development of a bulk handling sea port at Yangkou Port,                  
    Nantong City, Jiangsu, the PRC and the property development               
    site at Lang De Dong, Fu Cheng, Taishan Municipality,                     
    Guangdong Province, the PRC.