10:25     PACIFIC ANDES<01174> - Announcement & Resumption (9)                

    Share Capital   No. of Shares           Value           No. of            
    Shares          Value                                                     
    Yen                             Yen                                       
                                                                              
    Common Shares in Kyoshoku       8,000           400,000,000               
            5,334           266,667,000                                       
                                                                              
    Kyoshoku Preferred Shares       -               -               16,000    
            800,000,000                                                       
                                                                              
    Upon Completion, PAIH (BVI) or its nominee will become                    
    a holder of approximately 60% of the common shares                        
    in Kyoshoku, which will become a subsidiary of the                        
    Company.                                                                  
                                                                              
    THE SHAREHOLDERS' AGREEMENT                                               
    Date    14 January 2005                                                   
                                                                              
    Parties (1)     PAIH (BVI)                                                
                                                                              
    (2)     KILLP                                                             
                                                                              
    (3)     Kyoshoku                                                          
                                                                              
    Purpose to set out the agreed manner to regulate the                      
    relationship among parties to the Shareholders'                           
    Agreement with regard to matters concerning the                           
    control, operation and management of Kyoshoku.                            
                                                                              
    Principal business of   -       processing, purchases and                 
    sales and import and export of agricultural                               
        Kyoshoku            and fishery products; and                         
                                                                              
    -       manufacturing and sales of seasonings.                            
                                                                              
    Board composition       The board of directors of                         
    Kyoshoku shall have five members; three of whom shall                     
    be designated by PAIH (BVI); and two of whom shall                        
    be designated by KILLP.                                                   
                                                                              
    Options (1)     Call option to PAIH (BVI):                                
                                                                              
    For the premium of 1,000 Yen (equivalent to                               
    approximately HK$76) paid by PAIH (BVI) to KILLP, call                    
    option has been granted to PAIH (BVI) by KILLP to                         
    purchase the Kyoshoku Common Shares at any time after                     
    the Kyoshoku Preferred Shares have been fully                             
    redeemed by Kyoshoku or after the Kyoshoku Preferred                      
    Shares have become non-redeemable. The purchase price                     
    per share of the Kyoshoku Common Shares shall be the                      
    net asset value per share of Kyoshoku based on the                        
    audited financial statements of Kyoshoku in the past                      
    fiscal year.                                                              
                                                                              
    (2)     Put option to KILLP:                                              
                                                                              
    A put option has been granted to KILLP by PAIH (BVI)                      
    to sell the Kyoshoku Common Shares to PAIH (BVI) at                       
    any time after five years from the date of the                            
    Shareholders' Agreement if, among other things, the                       
    Kyoshoku Preferred Shares have been fully redeemed                        
    by Kyoshoku or after the Kyoshoku Preferred Shares                        
    have become non-redeemable. The selling price per                         
    share of the Kyoshoku Common Shares shall be the net                      
    asset value per share of Kyoshoku based on the audited                    
    financial statements of Kyoshoku in the past fiscal                       
    year, provided that the aggregate price shall not                         
    exceed 1.88 billion Yen (equivalent to approximately                      
    HK$142,048,000).                                                          
                                                                              
    (3)     Call option to KILLP:                                             
                                                                              
    If the call option granted to PAIH (BVI) as discussed                     
    in paragraph (1) above has been exercised and Kyoshoku                    
    obtains a listing on a leading stock