10:15     CAPITAL STRAT<00497>CAPITAL ESTATE<00193>-JA&<00193>Resume3         

    (4)        Resumption of trading                                          
                                                                              
    At the request of the Company, trading in Shares on the Stock Exchange    
    was suspended from 9:30 a.m. on Friday, 31 December 2004 pending the      
    release of this announcement. Application has been made by the Company    
    to the Stock Exchange for the resumption of trading in Shares on the      
    Stock Exchange with effect from 9:30 a.m. on Thursday, 6 January 2005.    
                                                                              
    THE PLACING AGREEMENT                                                     
                                                                              
    Date                                                                      
                                                                              
    5 January 2005                                                            
                                                                              
    Parties involved                                                          
                                                                              
    The Placing Agent and the Vendor                                          
                                                                              
    Vendor                                                                    
                                                                              
    The Vendor is an indirect wholly-owned subsidiary of Capital              
    Strategic.                                                                
                                                                              
    Placing Agent                                                             
                                                                              
    Kingston Securities Limited is the Placing Agent and will receive a       
    placing commission of 2% on the gross proceeds of the Placing paid by     
    the Company, which was arrived at after arm's length negotiations         
    between the Company and the Placing Agent. The Placing Agent is           
    independent of and not connected with the Company and its connected       
    persons (as defined in the Listing Rules).                                
                                                                              
    Placees                                                                   
                                                                              
    The Placing Agent agreed to place the Placing Shares to not fewer than    
    six placees (the "Placees") which will be independent individual,         
    corporate and/or institutional investors, and who and whose ultimate      
    beneficial owners will not be connected person(s) (as defined in the      
    Listing Rules) of the Company and will be independent third parties       
    and not connected with any of the directors, chief executive or           
    substantial shareholder(s) of the Company or any of its subsidiaries      
    or their respective associates. No Placees will become substantial        
    Shareholders as a result of the Placing.                                  
                                                                              
    Placing Price                                                             
                                                                              
    The Placing Price (or the Top-Up Subscription Price) of HK$0.0265         
    represents (i) a discount of about 14.52% to the closing price of         
    HK$0.0310 per Share as quoted on the Stock Exchange on the Last           
    Trading Date; (ii) a premium of about 4.33% over the average closing      
    price per Share of about HK$0.0254 as quoted on the Stock Exchange for    
    the last five trading days up to and including the Last Trading Date;     
    and (iii) a premium of about 11.34% over the average closing price per    
    Share of HK$0.0238 as quoted on the Stock Exchange for the last ten       
    trading days up to and including the Last Trading Date.                   
                                                                              
    The Placing Price was negotiated on an arm's length basis between the     
    Company and the Placing Agent. The Directors consider that the terms      
    of the Placing are fair and reasonable based on the current market        
    conditions and in the interests of the Company and the Shareholders as    
    a whole.                                                                  
                                                                              
    The Placing Shares                                                        
                                                                              
    The Placing Shares (or the Top-Up Subscription Shares) of 650,000,000     
    Shares represent (i) about 19.88% of the existing issued share capital    
    of the Company divided into 3,269,398,668 Shares; and (ii) about          
    16.58% of the issued share capital of the Company divided into            
    3,919,398,668 Shares as enlarged by issue of the Top-Up Subscription      
    Shares.