10:16     CAPITAL STRAT<00497>CAPITAL ESTATE<00193>-JA&<00193>Resume4         

    Ranking of Placing Shares                                                 
                                                                              
    The Placing Shares rank pari passu among themselves and with Shares in    
    issue as at the date of this announcement.                                
                                                                              
    Condition of the Placing                                                  
                                                                              
    The Placing is unconditional.                                             
                                                                              
    Implication of Rule 4 of the Code                                         
                                                                              
    Pursuant to Rule 4 of the Code no action which could effectively          
    result in the Offers (as defined in the Composite Offer Document          
    jointly issued by Capital Strategic and the Offeror on 31 December        
    2004) being frustrated, or in the shareholders of Capital Strategic       
    being denied an opportunity to decide on the merits of the Offers,        
    shall be taken by the board of directors of Capital Strategic in          
    relation to the affairs of Capital Strategic without approval of the      
    shareholders of Capital Strategic in general meeting. The board of        
    directors of Capital Strategic confirmed the written consent from the     
    Offeror to the Disposal has been obtained. Capital Strategic has          
    applied to 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.                                                             
                                                                              
    THE TOP-UP SUBSCRIPTION AGREEMENT                                         
                                                                              
    Date                                                                      
                                                                              
    5 January 2005                                                            
                                                                              
    Parties involved                                                          
                                                                              
    The Company and the Vendor                                                
                                                                              
    The Top-Up Subscription Price                                             
                                                                              
    The Top-Up Subscription Price is HK$0.0265 per Share. The Top-Up          
    Subscription Price is the same to the Placing Price and was determined    
    after arm's length negotiation between the Company and the Vendor with    
    reference to the Placing Price of the Placing Shares.                     
                                                                              
    Number of Top-Up Subscription Shares                                      
                                                                              
    The Top-Up Subscription Shares will be allotted and issued pursuant to    
    the general mandate to allot, issue and deal with Shares granted to       
    the Directors by a resolution passed at the annual general meeting of     
    the Company held on 16 December 2004 and such general mandate was         
    granted on the basis of the issued share capital of the Company           
    comprising 3,269,398,668 Shares on that date. At the date of this         
    announcement, the existing general mandate has not been utilized and      
    based on the number of Shares in issue as at the date of the said         
    resolution, 653,879,733 new Shares can be issued under the existing       
    general mandate. The number of Top-Up Subscription Shares pursuant to     
    the Top-Up Subscription Agreement is equivalent to the number of          
    Placing Shares, being 650,000,000 Shares.                                 
                                                                              
    Ranking of Top-Up Subscription Shares                                     
                                                                              
    The Top-Up Subscription Shares, when issued and fully paid, will rank     
    pari passu among themselves and with Shares in issue at the time of       
    issue and allotment of the Top-Up Subscription Shares.                    
                                                                              
    Conditions                                                                
                                                                              
    The Top-Up Subscription is conditional upon: