10:27 PACIFIC ANDES<01174> - Announcement & Resumption (13) Partnership, an investment limited partnership under the Limited Partnership Act for Investment, acting through its unlimited partner SPIA, which is not a connected person "Kyoshoku Common the 3,334 shares of common stock in Kyoshoku to be subscribed by Shares" KILLP on the terms and conditions of the Subscription Agreement "Kyoshoku Preferred means 16,000 shares of redeemable preferred stock in Kyoshoku which Shares" KILLP shall subscribe in consideration of 800,000,000 Yen (equivalent to approximately HK$60,446,000) "Kyoshoku" Kyoshoku Co., Ltd., a company incorporated in Japan, which is not a connected person "Listing Rules" the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited "N. S. Hong" N. S. Hong Investment (BVI) Limited, the registered shareholder of approximately 50.61% of the shares of the Company as at the date of this announcement "Shareholders' the shareholders' agreement dated 14 January 2005 entered into between Agreement" PAIH (BVI), KILLP and Kyoshoku in respect of matters concerning the control, operation and management of Kyoshoku "Share(s)" share(s) of the Company "Shareholders" Shareholders of the Company "SPIA" Sanyo Pacific Investment Advisory Co., Ltd., a company established under the laws of Japan, which is not a connected person "Stock Exchange" The Stock Exchange of Hong Kong Limited "Subscription the subscription agreement dated 14 January 2005 entered into between Agreement" PAIH (BVI) and KILLP as subscribers and Kyoshoku and SPIA in respect of, amongst other things, the subscription of the Subscription Shares by PAIH (BVI) "Subscription Shares" 8,000 shares of common stock in the capital of Kyoshoku, representing 60% of the enlarged issued common stock of Kyoshoku upon Completion as enlarged by the issue of the Subscription Shares and the Kyoshoku Common Shares "Transactions" the Shareholders' Agreement and the transactions contemplated thereunder "Yen" Japanese yen, the lawful currency of Japan In this announcement, translation of HK$ into Yen is made for illustration purposes only, at the rate of HK$1.00 = 13.235 Yen. By order of the Board Pacific Andes International Holdings Limited Ng Joo Siang Managing Director Hong Kong, 19 January 2005