10:13 CAPITAL STRAT<00497> - Announcement (1) The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this announcement, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement. Earnest Equity Limited Capital Strategic Investment Limited (Incorporated in the British Virgin Islands with limited liability) (incorporated in Bermuda with limited liability) (Stock code: 497) CLOSE OF MANDATORY CONDITIONAL CASH OFFERS BY KINGSTON SECURITIES LIMITED ON BEHALF OF EARNEST EQUITY LIMITED TO ACQUIRE ALL THE ISSUED SHARES IN THE CAPITAL OF AND ALL OUTSTANDING OPTIONS OF CAPITAL STRATEGIC INVESTMENT LIMITED (OTHER THAN THOSE ALREADY OWNED BY EARNEST EQUITY LIMITED AND PARTIES ACTING IN CONCERT WITH IT) Financial adviser to the Offeror Independent Financial Adviser to the Independent Board Committee, Independent Shareholders and Holders of the Options of Capital Strategic Investment Limited Lapse of the Offers Upon the close of the Offers made by Kingston Securities on behalf of the Offeror at 4:00 p.m. on Friday, 21 January 2005, being the latest time for acceptance of the Offers, the Offeror had received eight valid acceptance in respect of 20,000 Shares, representing approximately (i) 0.00522% of the total 383,447,950 issued Shares; and (ii) 0.00883% of the 226,612,700 Shares subject to the Offers. There was nil acceptance regarding the Option Offer by the holders of the Options. Immediately before the commencement of the Offers, the Offeror and parties acting in concert with it together held 156,835,250 Shares, representing approximately 40.90% of the then issued share capital of the Company. On 12 January 2005, the Offeror purchased a total of 6,100,000 Shares on the stock market, representing approximately 1.59% of the total issued share capital of the Company (the "Purchase") at the Revised Share Offer Price of HK$0.55. Following the Purchase, the Offeror and parties acting in concert are interested in approximately 42.49% in aggregate of the existing issued share capital of the Company. Taking into account the acceptance in respect of 20,000 Shares under the Offers, the Offeror and parties acting in concert with it would have been interested in 162,955,250 Shares, representing approximately 42.50% of the existing issued share capital of the Company. Save for the Purchase, the Offeror and parties acting in concert with it have not dealt in the Shares during the offer opening period in relation to of the Offers. Since the Offers did not result in the Offeror and parties acting in concert with it having more than 50% of the voting rights of the Company, the Offers did not become unconditional and the Offers lapsed at 4:00 p.m. on 21 January 2005. References are made to the press announcements (the "Joint Announcements") jointly issued by the Offeror and the Company dated 15 November, 3 December, 21 December and and 22 December 2004 and the composite offer document dated 31 December 2004 regarding, among other things, the Offers made by the Offeror for all the issued Shares and all the outstanding Options other than those already owned by the Offeror and parties acting in concert with it. Unless otherwise defined, terms used herein shall have the same meanings as those defined in the Joint Announcements. Lapse of the Offers Upon the close of the Offers made by Kingston Securities on behalf of the Offeror at 4:00 p.m. on Friday, 21 January 2005, being the latest time for acceptance of the Offers, the Offeror had received eight valid acceptance in respect of 20,000 Shares, representing approximately (i) 0.00522% of the total 383,447,950 issued Shares; and (ii) 0.00883% of the 226,612,700 Shares subject to the Offers. There was nil acceptance regarding the Option Offer by the holders of the Options. Immediately before the commencement of the Offers, the Offeror and parties acting in concert with it together held 156,835,250 Shares, representing approximately 40.90% of the then issued share capital of the Company. On 12 January 2005, the Offeror purchased a total of 6,100,000 Shares on the stock market at the Revised Share Offer Price of HK$0.55, representing approximately 1.59% of the total issued share