09:50 FOREFRONT INT'L<00885> - Announcement (2) * Reviewing intra-Group trading arrangements and relationships with key suppliers and customers. The Board is of the view that RSM's appointment has and will continue to result in strengthened controls across the Group and that an ongoing monitoring of the Group's activities, management and key commercial relationships will benefit the Group by identifying and allowing appropriate action to be taken to address strengths and weaknesses across the Group. CONSIDERATION AND PAYMENT The professional fees payable to RSM throughout the term of the Engagement will be calculated at RSM's standard hourly rates by reference to the actual time spent by RSM in performing the agreed scope of work, but subject to a fee cap of HK$500,000 per month. RSM's professional fees are payable monthly in arrears, with the exception that fees relating to the period 8 September 2004 to 7 December 2004 are likely to be paid in early 2005. The maximum professional fees payable to RSM throughout the term of the Engagement are HK$5 million. SERVICES RENDERED AND KEY ACHIEVEMENTS DURING THE PERIOD 8 SEPTEMBER 2004 TO 7 DECEMBER 2004 During the period 8 September 2004 to 7 December 2004, RSM has been responsible for and/or overseen the implementation of a number of operational and management changes across the Group, including: * Reconstituting the board of directors of the Company, and increasing the number of independent non-executive directors from two to three; * Appointing two members of RSM's team to the board of directors of the Company, one in an executive role, the other in a non-executive role; * Assuming responsibility for executive management of the Company; * Commencing a program to reconstitute the boards of directors of the Company's subsidiaries; * Implementing changes to the authorised signatories, bank mandates and other delegated authorities of the Company and certain of its key operating subsidiaries; * Improving cash management, forecasting, monitoring and reporting procedures; * Implementing improved business planning, budgeting, forecasting and financial reporting procedures; * Undertaking a review of key controls; * Liaising and managing relationships with key suppliers, financiers and management; * Commencing detailed investigations into the previous management's conduct; * Consolidating and enhancing the management of legal advisory services to the Company and its subsidiaries; * Successfully obtaining unconditional leave to defend an action to obtain summary judgment against the Company for HK$8 million; and * Liaising with The Stock Exchange of Hong Kong in relation to the resumption of trade in the shares of the Company. Notwithstanding the Board considers that the actual fees incurred by RSM on a time-cost basis have in the past and are likely to continue to exceed HK$500,000 per month, RSM has agreed to limit its professional fees to a monthly cap of HK$500,000. The fees payable under the Engagement were arrived at after arm's length negotiations between the relevant parties and were deemed to be acceptable after taking into account various factors including the monthly fee cap of HK$500,000. Having regard to RSM's achievements (as outlined above), the Board is of the view that the commencement of RSM's engagement from 8 September 2004 (being the date when it commenced its role) is appropriate. Given a number of irregularities that had occurred across the Group (as outlined in the Company's announcement dated 14 September 2004), following the recent reconstitution of the Board, the Board considered it appropriate to have RSM commence its investigations and operational and management changes immediately so as to prevent further