10:26     PACIFIC ANDES<01174> - Announcement & Resumption (11)               

    Shareholders' Approval                                                    
    Upon Completion, the Transactions (including the                          
    Guarantee for Financial Support, the Replacement                          
    Guarantees and the Put option to KILLP as discussed                       
    under the section headed "The Shareholders'                               
    Agreement") will constitute discloseable and                              
    connected transactions of the Company under the                           
    Listing Rules, which must be made conditional on                          
    approval by the Independent Shareholders. The Company                     
    will comply with the relevant requirements under                          
    Chapters 14 and 14A of the Listing Rules in relation                      
    to options upon the occurrence of certain events                          
    (including the expiry, transfer or exercise of the                        
    options described in the section headed "Options"                         
    above).                                                                   
                                                                              
    To the best of the Directors' knowledge, information                      
    and belief after having made all reasonable enquiries,                    
    KILLP, Kyoshoku and SPIA and their respective                             
    associates are not Shareholders, 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, and its associates                      
    are not interested in the Transactions and does not                       
    have any interest different from other Shareholders,                      
    other than N. S. Hong's indirect interest as a                            
    shareholder. Therefore, no Shareholders are required                      
    to abstain from voting.                                                   
                                                                              
    Written approval of the Transactions has already been                     
    obtained by the Company from N. S. Hong, which holds                      
    505,785,438 shares in the Company, representing                           
    approximately 50.61% of the issued share capital of                       
    the Company as at the date of this announcement. N.                       
    S. Hong and its associates are not interested in the                      
    Transactions, other than N. S. Hong's indirect                            
    interest as a Shareholder. The Company has applied                        
    to the Stock Exchange for a waiver from the                               
    requirement to hold a physical Shareholders' general                      
    meeting of the Company to approve the Transactions                        
    under Rule 14A.43 of the Listing Rules. Therefore,                        
    subject to the waiver from the Stock Exchange,                            
    Shareholders' approval by way of resolutions passed                       
    at a physical Shareholders' general meeting will not                      
    be required.                                                              
                                                                              
    Circular                                                                  
    A circular containing, among other things, details                        
    of the Transactions will be despatched to the                             
    Shareholders as soon as practicable.                                      
                                                                              
    The Independent Board Committee, comprising Mr. Kwok                      
    Lam Kwong, Larry, Mr. Lew V. Robert and Mr. Yeh Man                       
    Chun, Kent, has been appointed by the Board to advise                     
    the Independent Shareholders as to the fairness and                       
    reasonableness of the Transactions and as to whether                      
    the Transactions are in the interest of the Company                       
    and the Shareholders as a whole. An Independent                           
    Financial Adviser will be appointed to provide its                        
    opinions to the Independent Board Committee and                           
    Independent Shareholders in connection with the                           
    Transactions. A circular containing further                               
    information on the Transactions, the letter from the                      
    Independent Financial Adviser, the views of the                           
    Independent Board Committee will be despatched to the                     
    Shareholders as soon as practicable.                                      
                                                                              
    GENERAL                                                                   
    The Group is principally engaged in the business of                       
    global sourcing, further processing on shore and                          
    international distribution of frozen seafood                              
    products, provision of shipping agency services and                       
    the cultivation, processing and supply of