10:07 CAPITAL STRAT<00497> - Announcement & Resumption (2) agreements relating to intended acquisitions or disposals which are discloseable under Rule 13.23 of the Listing Rules, neither is the Board aware of any matter discloseable under the general obligation imposed by Rule 13.09 of the Listing Rules, which is or may be of a price-sensitive nature. The Company will not issue any circular in respect of the Disposal to its shareholders. Reference is made to the composite offer document (the "Composite Offer Document") dated 31st December, 2004 jointly issued by Earnest Equity Limited (the "Offeror") and the Company, AMS Corporate Finance Limited, as the independent financial adviser to the Independent Board Committee (as defined in Composite Offer Document), the Independent Shareholders (as defined in the Composite Offer Document) and holders of the Options (as defined in the Composite Offer Document), has confirmed that there is no change to its recommendation to the Independent Board Committee (as defined in the Composite Offer Document), the Independent Shareholders (as defined in the Composite Offer Document) and the holders of the Options (as defined in the Composite Offer Document) with respect to the Offers (as defined in the Composite Offer Document) as indicated in the Composite Offer Document as a result of the Disposal on the basis that the Sale Price is higher than the open market value of the Property of HK$260 million (the "Market Value") as at 30th November, 2004 as disclosed in the valuation report of DTZ Debenham Tie Leung set out in the Composite Offer Document. In other words, the opinion of AMS Corporate Finance Limited that it considers the terms of each of the Share Offer and the Option Offer not fair or reasonable remains unchanged. Pursuant to Rule 4 of the Code on Takeovers and Mergers (the "Code"), no action which could effectively result in the Offers (as defined in the Composite Offer Document) being frustrated, or in the shareholders of the Company being denied an opportunity to decide on the merits of the Offers, shall be taken by the Board in relation to the affairs of the Company without approval of the shareholders of the Company in general meeting. The Board confirmed the written consent from the Offeror to the Disposal has been obtained and the Offeror has agreed that the requirement of convening a shareholders' meeting approving the Disposal be waived. The Company has applied to the Executive Director of the Corporate Finance Division of the Securities and Futures Commission (the "Executive") to seek a ruling that the Disposal is not a frustrating action for the purposes of Rule 4 of the Code or, alternatively, if the Executive rule that the Disposal is a frustrating action for the purposes of Rule 4 of the Code, to waive the requirement to obtain shareholders' approval in connection with the Disposal. During the period between the joint announcement dated 15th November, 2004 issued by the Offeror and the Company up to the date of this announcement and save as disclosed in the Composite Offer Document, none of the Directors has any dealings in the shares of the Company. At the request of the Company, trading in the shares of the Company (the "Shares") on The Stock Exchange of Hong Kong Limited (the "Stock Exchange") was suspended from 9:30 a.m. on 3rd January, 2005 pending the release of this announcement. Application will be made by the Company to the Stock Exchange for the resumption of trading in the Shares on the Stock Exchange with effect from 9:30 a.m. on 5th January, 2005. This announcement is made by the order of Board, the directors of which individually and jointly accept responsibility for the accuracy of this announcement. By order of the board of Capital Strategic Investment Limited Choo Yeow Ming Executive Chairman 4th January, 2005 As at the date of this announcement, Mr. Choo Yeow Ming and Ms. Ma Wai Man, Catherine are the executive directors, Mr. Chung Cho Yee, Mico is the non-executive director and Messrs. Liu Yeau-Hwan, Pete, Wong Sin Just, Lam Lee G. and Cheng Yuk Wo are the independent non-executive directors. All of the directors of the Company jointly and severally accept full responsibility for the accuracy of the information contained in this announcement and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this announcement have been arrived at after due and careful consideration and there are no other facts not contained in this announcement, the omiss misleading.