10:22     PACIFIC ANDES<01174> - Announcement & Resumption (3)                

    reasonable enquiries, KILLP, Kyoshoku and SPIA and                        
    their respective ultimate beneficial owners are third                     
    parties independent of the Company and connected                          
    persons of the Company as at the date of the Agreements                   
    and this announcement.                                                    
                                                                              
    Shares to be Subscribed                                                   
    As at the date of this announcement, the issued common                    
    stock of Kyoshoku stood at 100 million Yen (equivalent                    
    to approximately HK$75,560,000) divided into 2,000                        
    common shares in Kyoshoku.                                                
                                                                              
    Under the Subscription Agreement, PAIH (BVI) has                          
    conditionally agreed to subscribe for the                                 
    Subscription Shares at a consideration of 400 million                     
    Yen (equivalent to approximately HK$30,223,000),                          
    representing approximately 60% of the enlarged issued                     
    common stock of Kyoshoku upon Completion as enlarged                      
    by the issue of the Subscription Shares and the                           
    Kyoshoku Common Shares. KILLP has also conditionally                      
    agreed to subscribe for 3,334 Kyoshoku Common Shares                      
    and 16,000 Kyoshoku Preferred Shares at a                                 
    consideration of 166.7 million Yen (equivalent to                         
    approximately HK$12,595,000) and 800 million Yen                          
    (equivalent to approximately HK$60,446,000)                               
    respectively, representing approximately 40% of the                       
    issued common stock of Kyoshoku as enlarged by the                        
    issue of the Subscription Shares and the Kyoshoku                         
    Common Shares upon Completion and 100% of the issued                      
    preferred stock of Kyoshoku respectively. So far as                       
    the Directors are aware, there is no restriction under                    
    the laws of Japan regarding the subscription of the                       
    Subscription Shares and the acquisition of a                              
    controlling stake by PAIH (BVI) in Kyoshoku.                              
                                                                              
    As provided in the Subscription Agreement, the                            
    Kyoshoku Preferred Shares are redeemable preferred                        
    stock of Kyoshoku which shall have no voting right,                       
    no right to receive any dividends and on winding up                       
    of Kyoshoku, the holder of the preferred stock shall                      
    be entitled out of the surplus assets of Kyoshoku to                      
    a return of the capital paid on the preferred stock                       
    held by it after a total sum of 1 Trillion Yen                            
    (equivalent to approximately HK$75,557 million) has                       
    been distributed in such winding up to the holders                        
    of the common stock of Kyoshoku. A holder of preferred                    
    stock of Kyoshoku shall not be entitled to receive                        
    notice of or to attend or vote at any general meeting                     
    of Kyoshoku. The entire class of the preferred stock                      
    shall become non-redeemable after ten (10) years from                     
    the date of Completion.                                                   
                                                                              
    The Subscription Shares and the Kyoshoku Common                           
    Shares are common shares in Kyoshoku which shall have                     
    voting right, right to receive dividends and the right                    
    to distribution of assets on winding up of Kyoshoku.                      
                                                                              
    Consideration                                                             
    The consideration payable for the 8,000 Subscription                      
    Shares is 400 million Yen (equivalent to                                  
    approximately HK$30,223,000) or 50,000 Yen                                
    (equivalent to approximately HK$3,800) per share,                         
    which will be funded from PAIH (BVI)'s internal                           
    resources and will be fully paid in cash upon                             
    Completion.                                                               
                                                                              
    The consideration payable for the 3,334 Kyoshoku                          
    Common Shares and 16,000 Kyoshoku Preferred Shares                        
    are 166.7 million Yen (equivalent to approximately                        
    HK$12,595,000) and 800 million Yen (equivalent to                         
    approximately HK$60,446,000) respectively, or 50,000                      
    Yen (equivalent to approximately HK$3,800)