10:16     CAPITAL STRAT<00497>CAPITAL ESTATE<00193>-JA&<00193>Resume5         

    (a)        the Listing Committee of the Stock Exchange granting the       
    listing of, and permission to deal in, the Top-Up Subscription Shares;    
    and                                                                       
                                                                              
    (b)        completion of the Placing.                                     
                                                                              
    The Top-Up Subscription Agreement does not provide either party the       
    rights to waive the above conditions.                                     
                                                                              
    Application will be made to the Stock Exchange to grant the listing       
    of, and permission to deal in, the Top-Up Subscription Shares.            
                                                                              
    Completion                                                                
                                                                              
    Under the Listing Rules, the Top-Up Subscription must be completed        
    within 14 days from the date of the Placing Agreement, that is, on or     
    before 19 January 2005.                                                   
                                                                              
    In the event that the conditions to the Top-Up Subscription Agreement     
    are not fulfilled by 19 January 2005, the Company and the Vendor may      
    elect, subject to compliance with all requirements in relation to         
    connected transactions under the Listing Rules, to postpone completion    
    of the Top-Up Subscription to a later date to be agreed between the       
    Company and the Vendor.                                                   
                                                                              
    CB PLACING AGREEMENT                                                      
                                                                              
    Date                                                                      
                                                                              
    5 January 2005                                                            
                                                                              
    Parties involved                                                          
                                                                              
    The Placing Agent and the Company                                         
                                                                              
    Placing Agent                                                             
                                                                              
    The Placing Agent has conditionally agreed with the Company to place,     
    on a fully underwritten basis, to not fewer than six independent          
    professional, corporate or individual investors the Convertible Notes     
    which are proposed to be issued in an aggregate principal amount of       
    HK$36.4 million. The Placing Agent will receive a placing commission      
    of 2% on the gross proceeds of the placing of the Convertible Notes in    
    accordance with the aggregate amount underwritten by it, 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    
    nor with the directors, chief executive or substantial shareholders of    
    the Company, and any of their subsidiaries or any of their respective     
    associates.                                                               
                                                                              
    Placees                                                                   
                                                                              
    The Placing Agent will place the Convertible Notes to not fewer than      
    six Placees, each of whom (i) will be an independent third party not      
    connected with the directors, chief executive and substantial             
    shareholders of the Company and any of its subsidiaries or any of         
    their respective associates; and (ii) is not connected with the other     
    Placees. The Conversion Shares will be issued pursuant to the passing     
    of the relevant resolution at the EGM. No Placees will become             
    substantial Shareholders upon fully exercised of the convertible          
    rights attaching to the Convertible Notes.                                
                                                                              
    Conditions                                                                
                                                                              
    The placing of the Convertible Notes is conditional upon, among other     
    things, the Listing Committee of the Stock Exchange having granted        
    (either unconditionally or subject to conditions to which neither the