10:33     PEARL ORIENTAL<00600>-Announcement&Resumption of Trading (3)        

    To the best of the Directors' knowledge, information and belief having    
    made all reasonable enquiries, the ultimate shareholders of the Vendors   
    are not related to each other (except for being the ultimate              
    shareholders of the Vendor), and their respective nominees are and will   
    not be related to each other.                                             
                                                                              
    The cash portion of the Consideration amounting to HK$238 million will    
    be satisfied by HK$50 million of the proceeds from the Placing,           
    internal resources, bank borrowings and possible fund raising of the      
    Group from the capital market. The Company will make further              
    announcement(s) in respect of future fund raising exercise(s), if any,    
    as and when appropriate pursuant to the requirements of the Listing       
    Rules.                                                                    
                                                                              
    There is no restriction on the subsequent sale of the Consideration       
    Shares by the Vendors under the Agreement. The Purchaser has given the    
    undertaking in favour of the Vendors that if the average closing price    
    of the Share as stated in the Stock Exchange's daily quotation sheets     
    for the ten trading days preceding and including the date being three     
    months from the Completion Date is less than HK$0.80, the Purchaser       
    will pay any shortfall in cash to the Vendors in respect of the number    
    of Consideration Shares held by the Vendors.                              
                                                                              
    The issue price of the Consideration Shares was arrived at after arm's    
    length negotiations between the Company and the Vendors and represents:   
                                                                              
    (i)  a discount of approximately 2.4% to the closing price of HK$0.82     
    per Share as quoted on the Stock Exchange on the Last Trading Date;       
                                                                              
    (ii)  a premium of approximately 20.9% to the average closing price of    
    HK$0.633 per Share as stated in the Stock Exchange's daily quotation      
    sheets for the five trading days preceding and including the Last         
    Trading Date;                                                             
                                                                              
    (iii)  a premium of approximately 73.2% over the average closing price    
    of HK$0.462 per Share for the ten trading days preceding and including    
    the Last Trading Date; and                                                
                                                                              
    (iv)  a premium of approximately 136.0% over the average closing price    
    of HK$0.339 per Share for the thirty trading days preceding and           
    including the Last Trading Date.                                          
                                                                              
    An application will be made to the Stock Exchange for the listing of      
    and the permission to deal in the Consideration Shares.                   
                                                                              
    The Consideration Shares represent (i) approximately 29.0% of the         
    issued share capital of the Company as at the date of this                
    announcement; (ii) approximately 24.2% of the enlarged issued share       
    capital of the Company upon completion of the Placing; and (iii)          
    approximately 19.5% of the enlarged issued share capital of the Company   
    after completion of the Placing and upon Completion. The Consideration    
    Shares will be issued under a special mandate to be granted to the        
    Directors at the EGM. The Consideration Shares will rank pari passu in    
    all respects with the Shares in issue.                                    
                                                                              
    The Directors (including the independent non-executive Directors)         
    consider the payment terms of the Consideration fair and reasonable.      
                                                                              
    Conditions                                                                
                                                                              
    Completion is subject to and conditional upon the fulfilment of the       
    following conditions precedent on or before 28 February 2005 (or such     
    later date as shall be agreed between the Vendors and the Purchaser)      
    which include but not limited to:                                         
                                                                              
    (i)  the Shareholders having approved at the EGM, among other things,     
    the Agreement, and the Acquisition contemplated thereunder and the        
    allotment and issue of the Consideration Shares;                          
                                                                              
    (ii)  the Purchaser having carried out and being satisfied with its due   
    diligence review of, among other matters, the financial and legal         
    matters and the business of the relevant subjects;                        
                                                                              
    (iii)  the Company having obtained the approval granted by the Listing    
    Division of the Stock Exchange for the listing of and permission to       
    deal in the Consideration Shares to be issued by the Company upon         
    Completion;                                                               
                                                                              
    (iv)  all the representations, undertakings, confirmation and             
    warranties given by the Vendors remaining true and accurate and are not   
    misleading in any material respect; and                                   
                                                                              
    (v)  all necessary statutory governmental and regulatory obligations in