10:05 PACIFIC BASIN<02343> - Announcement (2) Immediately before the placing, the Company's Controlling Group in aggregate holds approximately 768 million Shares, representing 60.7% of the existing issued share capital of the Company. Immediately following the placing, (i) IDB and DBS will hold 95,645,757 Shares and 114,774,692 Shares, respectively, representing approximately 7.5% and 9.1% of the existing issued share capital of the Company and (ii) the other members of the Company's Controlling Group will continue to hold approximately 238 million Shares, representing 18.8% of the existing issued share capital of the Company. Accordingly, immediately following the placing, the Company's Controlling Group will in aggregate holds approximately 448 million Shares representing 35% of the existing issued share capital of the Company. PLACING PRICE HK$3.215 per Placing Share, representing a discount of approximately 4.0% to the closing price of HK$3.35 per Share as quoted on the Stock Exchange on 26 January 2005 and a discount of approximately 5.7% to the average closing price of HK$3.41 for the last five trading days immediately prior to this announcement and a discount of approximately 5.4% to the average closing price of HK$3.40 for the last 10 days immediately prior to this announcement. CONDITIONS OF THE PLACING The placing of the Shares is conditional upon, inter alia, there having been no material breach of any of the representations and warranties given by IDB and DBS in the Placing Agreement, no material adverse change in the management business and financial condition of the Company and its subsidiaries taken as a whole and no occurrence of an event of force majeure. LOCK UP Pursuant to the Placing Agreements, each of IDB and DBS has undertaken to the Placing Agent that during the period ending 90 days after the date of the Placing Agreement neither IDB, DBS nor any of their respective affiliates will, or will cause any other person to, offer, sell, contract to sell, grant any option to purchase or otherwise dispose of, directly or indirectly, any Shares or depositary receipts representing Shares or any other securities of the Company which are substantially similar to Shares or any securities convertible into, exchangeable for or representing the right to receive any of the foregoing securities or enter into any options or derivatives, cash settled or otherwise, or other transactions relating to the foregoing or having similar economic effect. In addition to the above lock-up, pursuant to Rule 10.07(1) of the Listing Rules, the Company's Controlling Group shall not, in the six month period from 14 January 2005 to 14 July 2005 dispose of, nor enter into any agreement to dispose of, nor enter into any agreement to dispose of or otherwise create any options, rights, interests or encumbrances in respect of the Controlling Group's Shares, if immediately following such transaction the Company's Controlling Group would cease to be our controlling shareholder (as such term is defined in the Listing Rules). Accordingly, IDB's remaining holding of 95,645,757 Shares, DBS's remaining holding of 114,774,692 Shares and 170.7 million Shares out of 238 million Shares currently held by the other members of the Company's Controlling Group are subject to this obligation until 14 July 2005. As mentioned in the paragraph headed ``Number of Placing Shares'' above, immediately after the placing, the Company's Controlling Group will in aggregate hold approximately 448 million Shares representing 35% of the existing issued share capital of the Company. TERMINATION EVENTS The Placing Agreements contain provisions granting the Placing Agent the right to terminate its placing obligations on the occurrence of certain events including force majeure, any material adverse change in the management, business and financial condition of the Company or its subsidiaries taken as a whole, or any event which would have rendered the representations and warranties in the Placing Agreements untrue or inaccurate in any material respect, in each case occurring prior to 9:00 a.m. on the date of completion of the placing. If the Placing Agent exercises such right to so terminate the placing, the placing will not proceed. Shareholders and investors are advised to exercise caution in dealing in the shares of the Company.