10:23     PACIFIC ANDES<01174> - Announcement & Resumption (5)                

    (A)     a special resolution authorizing the issuance                     
    of the Subscription Shares, the Kyoshoku Common                           
    Shares, and the Kyoshoku Preferred Shares and                             
    alteration of the capital structure of Kyoshoku;                          
                                                                              
    (B)     a special resolution authorizing amendment of                     
    Kyoshoku's Articles of Incorporation in the manner                        
    described in and as required by the Shareholders'                         
    Agreement to enable Kyoshoku, among other things, to                      
    issue the Kyoshoku Preferred Shares;                                      
                                                                              
    (C)     a resolution electing Mr. Ng Joo Siang, Ms. Ng                    
    Puay Yee and Mr. Cheng Nai Ming designated by PAIH                        
    (BVI) as directors of Kyoshoku; and                                       
                                                                              
    (D)     a resolution approving all the transactions                       
    contemplated in and the signing of the Subscription                       
    Agreement and the Shareholders' Agreement; and                            
                                                                              
    (iii)   written notices of resignation of all 4 existing                  
    directors (except two to be retained by Kyoshoku) of                      
    Kyoshoku taking immediate effect and stating that                         
    they have no claims against Kyoshoku for loss of                          
    office or any other reason;                                               
                                                                              
    (c)     each of the representations, warranties and                       
    covenants made by KILLP and Kyoshoku in the                               
    Subscription Agreement being true, accurate and not                       
    misleading on the date of the Subscription Agreement                      
    and as at the Completion Date;                                            
                                                                              
    (d)     execution of the Shareholders' Agreement by                       
    KILLP, PAIH (BVI) and Kyoshoku;                                           
                                                                              
    (e)     results of the Completion Audit have been proven                  
    to be satisfactory to PAIH (BVI) and there is no                          
    material deviation from Kyoshoku's results as at 31                       
    December 2004;                                                            
                                                                              
    (f)     written bank consent approving the waivers by                     
    SPIA of the shareholder's loan owing by Kyoshoku to                       
    KILLP and the transactions contemplated in the                            
    Agreements;                                                               
                                                                              
    (g)     PAIH (BVI) is satisfied with Kyoshoku's                           
    performance for the period of 1 January 2005 up to                        
    28 February 2005 and the anticipated performance of                       
    Kyoshoku for March 2005 (the "Period"); and, at the                       
    sole and absolute discretion of PAIH (BVI), PAIH (BVI)                    
    shall be entitled to have Kyoshoku's performance for                      
    the Period reviewed by its auditors;                                      
                                                                              
    (h)     approval by the shareholders of the Company,                      
    other than those who are required to abstain from                         
    voting under the Listing Rules, of the Shareholders                       
    Agreement and the transactions contemplated                               
    thereunder being obtained. To the best of the                             
    Directors' knowledge, information and belief after                        
    having made all reasonable enquiries, none of KILLP,                      
    Kyoshoku and SPIA or their respective associates are                      
    Shareholders and N. S. Hong, which holds 505,785,438                      
    Shares, representing approximately 50.61% of the                          
    issued share capital of the Company as at the date                        
    of this announcement, is not interested in the                            
    Transactions, other than N. S. Hong's indirect                            
    interest as a Shareholder. Therefore, no Shareholders                     
    are required to abstain from voting in connection with                    
    the Transactions;                                                         
                                                                              
    (i)     KILLP shall procure a new consulting agreement                    
    to be entered with an existing director of Kyoshoku                       
    with terms and conditions to be agreed upon by PAIH                       
    (BVI) and conditional upon the Completion by PAIH (BVI)                   
    therein provided and