09:27     CHINA ASSETS<00170>-Announcement & Resumption of Trading (3)        

    Partner with the approval of limited partners representing a majority of  
    all limited partner's capital commitments in the Fund for one additional  
    two-year period) from the end of the investment period. Therefore,        
    assuming that the two year investment period and the initial term of the  
    Fund is not extended, the term of the Fund will be five years. The Fund   
    may also be terminated earlier in circumstances to be provided in the     
    Partnership Agreement such as the bankruptcy or insolvency of the         
    General Partner, or at the decision of the General Partner with the       
    written consent of all the limited partners of the Fund representing at   
    least 80% of the total capital commitments.                               
                                                                              
    Supervisory boards                                                        
                                                                              
    The Fund will have an investment committee which will be responsible for  
    approving the decisions of the Fund Manager relating to acquisition,      
    sales or other dispositions of the Fund's investments. The investment     
    committee shall consist of not less than three and not more than five     
    members at all times, of which the Company has the right to appoint one   
    member. Resolutions of the investment committee are required to be        
    passed by a two-third majority.                                           
                                                                              
    The Fund will also have an advisory board consisting of up to three       
    representatives of the limited partners who are not affiliated with the   
    General Partner or the Fund Manager and up to four other independent      
    members appointed by the General Partner. The advisory board will meet    
    with the Fund Manager at least twice a year to review Fund matters and    
    advise the Fund Manager. Potential conflict of interests, selection of    
    valuation experts and deviation from or modification of the investment    
    criteria of the Fund will require prior approval of the advisory board.   
                                                                              
    Distributions                                                             
                                                                              
    Distributions are payable by the Fund in such a manner which allows the   
    limited partners to first recover their original capital contributions    
    plus the agreed annual return of 8% on their investment. When such        
    return is met, distributions are to be made such that the aggregate       
    profits (including the agreed annual return) are distributed as to 80%    
    to the limited partners and 20% to the General Partner. The distribution  
    to the General Partner is made in consideration for its overall           
    supervisory role to the Fund Manager.                                     
                                                                              
    Transfers of interests in the Fund                                        
                                                                              
    Transfers of interests in the Fund are subject to pre-emption rights,     
    save with the prior written approval of the General Partner.              
                                                                              
    Termination of the Fund and removal of the General Partner or the Fund    
    Manager                                                                   
                                                                              
    The limited partners shall have the right to terminate the Fund or to     
    remove the General Partner or the Fund Manager for cause by an            
    affirmative vote of over 80% interests, which interests shall be          
    determined in accordance with the proportion of their capital             
    commitments.                                                              
                                                                              
    IV.        Implications under the Listing Rules                           
                                                                              
    In accordance with Rule 14.40 of the Listing Rules, the capital           
    commitment of the Company to the Fund constitutes a major transaction of  
    the Company and is subject to Shareholders' approval in general meeting.  
                                                                              
    Based on the minimum Fund size as at the Initial Closing Date of US$45    
    million (equivalent to approximately HK$351 million) and the proposed     
    capital commitment of US$13.5 million (equivalent to approximately        
    HK$105.3 million) by the Company, the Company will be contributing to     
    not more than 30% of the total capital commitments the Fund as at the     
    Initial Closing Date. In the event the total capital commitments to the   
    Fund are less than US$45 million, the Company will reduce its interests   
    so as to maintain not more than 30% interests in the Fund in accordance   
    with the articles of association of the Company and Rule 21.04(3)(a) of   
    the Listing Rules. The Company will also comply with Rule 21.04(3)(b)     
    and ensure that a reasonable spread of investments be maintained.         
                                                                              
    V.        Reasons for and benefits of the proposed Investment             
                                                                              
    The Company is an investment company listed under Chapter 21 of the       
    Listing Rules and is principally engaged in investments in companies and  
    other business entities.                                                  
                                                                              
    The Directors believe that the rapid economic growth in the PRC has       
    contributed to a significant growth in the PRC property market. The       
    proposed Investment therefore presents the Company with an attractive     
    opportunity to become involved in the robust PRC real estate industry.    
    The Directors are of the opinion that the terms of the proposed           
    Investment are fair and reasonable and that the proposed Investment is