10:26 PACIFIC ANDES<01174> - Announcement & Resumption (12) vegetables. Trading in the shares of the Company was suspended at the request of the Company with effect from the morning on 14 January 2005 pending the issue of this announcement. An application has been made by the Company to the Stock Exchange for the resumption of trading in the shares of the Company with effect from 9:30 a.m. on 20 January 2005. Press Articles The Company admits that information in relation to the Agreements has been disseminated to the press prior to the issue of this announcement. DEFINITIONS In this announcement, the following terms have the following meanings: "PAIH (BVI)" Pacific Andes International Holdings (BVI) Limited, a company incorporated in the British Virgin Islands and a wholly-owned subsidiary of the Company "Agreements" the Subscription Agreement and the Shareholders' Agreement "Board" the board of Directors "Company" Pacific Andes International Holdings Limited "Completion Date" the 7th day from the date PAIH (BVI)'s written notice to Kyoshoku and KILLP confirming that all conditions precedent as set out in the Subscription Agreement have been fulfilled to its satisfaction or have been waived by it in writing "Completion" completion of the Subscription Agreement "Completion Audit" the audit of the books of account and financial records of Kyoshoku for the Completion "connected person(s)" as defined under the Listing Rules "Directors" directors of the Company "Group" the Company and its subsidiaries "HK$" Hong Kong dollars, the lawful currency of Hong Kong "Independent Financial the independent financial adviser to be appointed by the Company to Adviser" provide advice on the terms of the Transactions to the Independent Board Committee "Independent Board the independent board committee, comprising Mr. Kwok Lam Kwong, Committee" Larry, Mr. Lew V. Robert and Mr. Yeh Man Chun, Kent, appointed by the Board to advise the Independent Shareholders as to the fairness and reasonableness of the Transactions "Independent Shareholders who are not required to abstain from voting if the Shareholders" Company were to convene a general meeting to seek Shareholders' approval of the Transactions "KILLP" Kyoshoku Investment Limited Liability