09:29     SOUNDWILL HOLD<00878>-Announcement&Resumption of Trading (3)        

    Top-Up Placing Shares                                                     
                                                                              
    The Top-Up Placing Shares of 10,000,000 Shares represent (i) about        
    8.22% of the existing issued share capital of the Company of              
    121,585,891 Shares; and (ii) about 7.60% of the issued share capital      
    of the Company of 131,585,891 Shares as enlarged by the Top-Up            
    Subscription.                                                             
                                                                              
    Condition of the Top-Up Placing                                           
                                                                              
    The Top-Up Placing is unconditional.                                      
                                                                              
    Completion                                                                
                                                                              
    The Top-Up Placing is to be completed on 13 January 2005 or on such       
    other date as may be agreed between the Vendor and the Placing Agent.     
                                                                              
    THE TOP-UP SUBSCRIPTION AGREEMENT                                         
                                                                              
    Date                                                                      
                                                                              
    10 January 2005                                                           
                                                                              
    Parties involved                                                          
                                                                              
    The Company and the Vendor                                                
                                                                              
    Top-Up Subscription Price                                                 
                                                                              
    The Top-Up Subscription Price is HK$2.70 per Share. The Top-Up            
    Subscription Price is the same as the Top-Up Placing Price and is         
    determined after arm's length negotiation amongst the Company, the        
    Vendor and the Placing Agent with reference to the Top-Up Placing         
    Price of the Top-Up Placing Shares.                                       
                                                                              
    Number of Top-Up Subscription Shares                                      
                                                                              
    The number of Top-Up Subscription Shares is equivalent to the number      
    of Top-Up Placing Shares, being 10,000,000 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 (i) the Listing Committee     
    of the Stock Exchange granting the listing of, and permission to deal     
    in, the Top-Up Subscription Shares and (ii) completion of the Top-Up      
    Placing.                                                                  
                                                                              
    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 after the date of the Top-Up Subscription Agreement,       
    that is, on or before 24 January 2005.                                    
                                                                              
    In the event that the conditions to the Top Up Subscription Agreement     
    are not fulfilled by 20 January 2005 (or such later date as the parties   
    thereto may mutually agree), the rights and obligations of the parties    
    under the Top Up Subscription Agreement shall lapse and be of no          
    further effect, in which event the parties thereto shall be released      
    from such obligations without any liability save as to any antecedent     
    breach and provided that any right or remedies which shall have           
    accrued shall not be prejudiced or affected.                              
                                                                              
    EFFECTS ON SHAREHOLDING STRUCTURE                                         
                                                                              
    Name of Shareholders   Existing no. of shares held   Approximate %        
    No. of shares held after Top-up Placing but before Top-up Subscription    
    Approximate %   No. of shares held after Top-up Placing and               
    Subscription   Approximate %                                              
                                                                              
    Vendor   81,482,505   67.02   71,482,505   58.79   81,482,505   61.92     
                                                                              
    Mrs. Chan   96,000   0.08   96,000   0.08   96,000   0.07                 
                                                                              
    Mr. Kwan   75,000   0.06   75,000   0.06   75,000   0.06                  
                                                                              
    Mr. Tse   6,723   0.01   6,723   0.01   6,723   0.01                      
                                                                              
    COSCO   7,937,664   6.53   7,937,664   6.53   7,937,664   6.03            
                                                                              
    Public   31,987,999   26.31   41,987,999   34.53   41,987,999   31.91     
                                                                              
    Total   121,585,891   100.00   121,585,891   100.00   131,585,891         
    100.00