10:23     PACIFIC ANDES<01174> - Announcement & Resumption (4)                

    per share.                                                                
                                                                              
    The Board confirms that the consideration payable for                     
    the Subscription Shares has been determined after                         
    arm's length negotiations between the parties thereto                     
    based on the audited net liabilities of Kyoshoku as                       
    at 31 March 2004 amounting to 5.8 million Yen                             
    (equivalent to approximately HK$438,000), taking                          
    into account the capitalization of the existing                           
    shareholder's loan from KILLP of 1.1 billion Yen                          
    (equivalent to approximately HK$83,113,000) as at 30                      
    November 2004 owing by Kyoshoku to KILLP through the                      
    issue of the Kyoshoku Preferred Shares at a                               
    consideration of 800 million Yen (equivalent to                           
    approximately HK$60,446,000) and the issue of 3,334                       
    Kyoshoku Common Shares at a consideration of 166.7                        
    million Yen (equivalent to approximately                                  
    HK$12,595,000) on Completion. It is expected that the                     
    financial position of Kyoshoku will improve on                            
    Completion following the issue and allotment of the                       
    Subscription Shares, the Kyoshoku Common Shares and                       
    the Kyoshoku Preferred Shares.                                            
                                                                              
    Kyoshoku was incorporated in July 2003 with year-end                      
    accounts dated as at 31 March. Based on the audited                       
    accounts of Kyoshoku, the net liabilities of Kyoshoku                     
    as at 31 March 2004 was 5.8 million Yen (equivalent                       
    to approximately HK$438,000), the net loss (before                        
    taxation and extraordinary items) of Kyoshoku for the                     
    eight months ended 31 March 2004 was approximately                        
    105.8 million Yen (equivalent to approximately                            
    HK$7,994,000), the net loss (after taxation and                           
    extraordinary items) of Kyoshoku for the eight months                     
    ended 31 March 2004 was approximately 63.5 million                        
    Yen (equivalent to approximately HK$4,796,000), the                       
    turnover of Kyoshoku for the eight months ended 31                        
    March 2004 was approximately 1,875 million Yen                            
    (equivalent to approximately HK$141,692,000). Based                       
    on the audited accounts of Kyoshoku, as at 31 March                       
    2004, the total assets of Kyoshoku stood at 1,587                         
    million Yen (equivalent to approximately                                  
    HK$119,932,000) and its shareholder's loan owing to                       
    KILLP amounted to 450 million Yen (equivalent to                          
    approximately HK$34,001,000). Such shareholder's                          
    loan increased to 1.1 billion Yen (equivalent to                          
    approximately HK$83.1 million) based on the unaudited                     
    management accounts of Kyoshoku as at 30 November                         
    2004.                                                                     
                                                                              
    Conditions                                                                
    1.      Conditions in respect of PAIH (BVI)                               
    PAIH (BVI)'s obligation to subscribe for the                              
    Subscription Shares under the Subscription Agreement                      
    is subject to the fulfillment of the following                            
    conditions to the satisfaction of PAIH (BVI):                             
                                                                              
    (a)     satisfactory completion by PAIH (BVI) of legal                    
    and financial due diligence investigations of                             
    Kyoshoku;                                                                 
                                                                              
    (b)     delivery to PAIH (BVI) by KILLP of the following                  
    documents, each in form and substance satisfactory                        
    to PAIH (BVI):                                                            
                                                                              
    (i)     a copy of minutes of a meeting of the board of                    
    directors of Kyoshoku authorizing the issuance of the                     
    Subscription Shares, the Kyoshoku Common Shares, and                      
    the Kyoshoku Preferred Shares;                                            
                                                                              
    (ii)    a copy of minutes of a general meeting of                         
    shareholders of Kyoshoku at which the following                           
    resolutions have been passed: