09:31 SKYNET(INTL GP)<00577> & PAUL Y-ITC<00498> - J. Ann. (6) Save as disclosed above, Professor Lee did not hold any other directorship in any listed public companies in the last three years. Other than disclosed in this announcement, he does not hold any positions with Paul Y. Engineering or any of its subsidiaries. Professor Lee does not have interest in any shares or underlying shares of Paul Y. Engineering required to be disclosed pursuant to Part XV of the SFO nor does he have any relationship with any directors, senior management or substantial shareholder or controlling shareholder of Paul Y. Engineering. He has not entered into any service contract with Paul Y. Engineering and its subsidiaries and is subject to retirement by rotations and re-election in accordance with the bye-laws of Paul Y. Engineering as mentioned above. There is no agreement between Paul Y. Engineering and its subsidiaries and Professor Lee in respect of any proposed length of service or prior notice to be given by either party for termination of service with regard to his engagement as an independent non-executive director of Paul Y. Engineering. Mr. Lee will receive a director's fee of HK$300,000 per annum, which is determined with reference to the prevailing market conditions. Mr. Iain Ferguson Bruce, aged 63, has more than 40 years of international experience in accounting and consulting. He joined KPMG Hong Kong in 1964 and was its senior partner from 1991 to 1996. He is a member of the Institute of Chartered Accountants of Scotland and the Hong Kong Institute of Certified Public Accountants. He serves as an independent non-executive director on the boards of several publicly listed companies in Hong Kong, China Merchants DiChain (Asia) Limited (stock code: 632), Vitasoy International Holdings Ltd. (stock code: 345), Wing On Company International Limited (stock code: 289) and Tencent Holdings Limited (stock code: 700). He is also an independent non-executive director of Noble Group Limited, a company whose shares are listed on the Singapore Exchange Securities Trading Limited, and DF China Technology Inc., a company whose shares are traded on Nasdaq Bulletin Board. Save as disclosed above, Mr. Bruce did not hold any other directorship in any listed public companies in the last three years. Other than disclosed in this announcement, he does not hold any positions with Paul Y. Engineering or any of its subsidiaries. Mr. Bruce does not have an interest in any shares or underlying shares of Paul Y. Engineering required to be disclosed pursuant to Part XV of the SFO nor does he have any relationship with any directors, senior management or substantial shareholder or controlling shareholder of Paul Y. Engineering. He has not entered into any service contract with Paul Y. Engineering and its subsidiaries and is subject to retirement by rotation and re-election in accordance with the bye-laws of Paul Y. Engineering as mentioned above. There is no agreement between Paul Y. Engineering and it subsidiaries and Mr. Bruce in respect of any proposed length of service or prior notice to be given by either party for termination of service with regard to his engagement as an independent non-executive director of Paul Y. Engineering. Mr. Bruce will receive a director's fee of HK$300,000 per annum, which is determined with reference to the prevailing market conditions. 8. RESIGNATION OF DIRECTORS OF PAUL Y. ENGINEERING To reflect the new management of Paul Y. Engineering, with immediate effect after completion of the Restructuring Proposal, Messrs. Choi Wing Kin, Wu Wing Kin and To Chi resigned as executive directors of Paul Y. Engineering, and Mr. Lo Chi Ho, William resigned as a non-executive director of Paul Y. Engineering. Messrs. Cheung Hon Kit and Ng Wai Hung resigned as independent non-executive directors of Paul Y. Engineering and ceased to be members of the Audit Committee of Paul Y. Engineering. The above resigning directors have confirmed that there is no disagreement with the Board and there are no matters that need to be brought to the attention of the shareholders of Paul Y. Engineering. 9. CHANGE OF COMPANY SECRETARY AND AGENTS FOR THE SERVICE OF PROCESS OF PAUL Y. ENGINEERING With effect from 17th January, 2005, Mr. To Chi resigned and Ms. Mui Ching Hung, Joanna has been appointed as the Company Secretary of Paul Y. Engineering. With effect from 17th January, 2005, Mr. Wong Wing Hoo, Billy and Mr. Lee Hon Chiu have been appointed as the agents for the service of process in Hong Kong of Paul Y. Engineering.