10:17     CAPITAL STRAT<00497>CAPITAL ESTATE<00193>-JA&<00193>Resume6         

    Company nor the Subscribers shall unreasonably object) listing of and     
    permission to deal in the Conversion Shares to be issued upon the         
    exercise of the conversion rights attached to the Convertible Notes       
    and the passing of the relevant resolution for the approval of the        
    issue of the Convertible Notes at the EGM.                                
                                                                              
    If the condition is not fulfilled on or before 18 March 2005 or such      
    later date as may be agreed between the Placing Agent and the Company,    
    the CB Placing Agreement will lapse and become null and void.             
                                                                              
    Completion                                                                
                                                                              
    Completion of the CB Placing Agreement shall take place on the tenth      
    business day following the date on which the condition thereto are        
    fulfilled (or such other date as the Company and the Placing Agents       
    shall agree).                                                             
                                                                              
    The Convertible Notes                                                     
                                                                              
    The terms of the Convertible Notes have been negotiated on arm's          
    length basis and the principal terms of which are summarized below:       
                                                                              
    Principal amount                                                          
                                                                              
    An aggregate of HK$36.4 million.                                          
                                                                              
    Interest                                                                  
                                                                              
    At the rate of 2 % per annum on the outstanding principal amount,         
    which is determined after arm's length negotiation between the Company    
    and the Placing Agent, with reference to, among other things, the         
    prime rate and the interest rates of convertible notes issued by other    
    listed companies.                                                         
                                                                              
    Maturity                                                                  
                                                                              
    18 months from the date of the issue.                                     
                                                                              
    Denomination                                                              
                                                                              
    In multiple of HK$100,000                                                 
                                                                              
    Conversion Price                                                          
                                                                              
    HK$0.028 per Share which is subject to adjustment for the dilutive        
    events including, amongst other matters, sub-division or consolidation    
    of Shares, bonus issues and rights issues.                                
                                                                              
    The Conversion Price of HK$0.028 represents (i) a discount of about       
    9.68% 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          
    10.24% 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 17.65%      
    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.                                                        
                                                                              
    Conversion                                                                
                                                                              
    Each holder may convert the whole or part of the principal amount of      
    the relevant Convertible Note (in multiple of HK$100,000) into new        
    Shares as determined by dividing the principal amount of the relevant     
    Convertible Note outstanding at the time of conversion by the             
    conversion price.                                                         
                                                                              
    Assuming there is an immediate exercise in full of the conversion         
    rights attaching to the Convertible Notes at the conversion price by      
    all holders of the Convertible Notes, the Company will issue an           
    aggregate of 1,300,000,000 new Shares, representing approximately