09:32     NORTHERN INT'L<00736> - Ann. & Resumption of Trading (4)            

    (a)   it will up to and inclusive of the latest date for                  
    application of the Offer Shares remain the beneficial owner               
    of at least 1,300,000,000 Shares and will subscribe for the               
    entitlement in full in respect of such Shares under the Open              
    Offer; and                                                                
                                                                              
    (b)   it will procure that votes in respect of the aforesaid              
    Shares be cast in favour of all the necessary resolution(s)               
    to implement the Open Offer.                                              
                                                                              
    Win Channel is beneficially wholly owned by Mr. Chim Pui Chung.           
                                                                              
    Termination of the Underwriting Agreement:                                
    The Underwriter may terminate the Underwriting Agreement by               
    notice in writing to the Company if, prior to 4:00 p.m. on                
    the third business day immediately after the latest date for              
    acceptance of the Offer Shares, any of the following grounds              
    of termination happens:                                                   
                                                                              
    (a)   there develops or occurs:                                           
       (i)   the coming into force of any new law or regulation               
    (or the judicial interpretation thereof) or other occurrence              
    of any nature whatsoever which may in the reasonable opinion              
    of the Underwriter materially and adversely affects the                   
    business or the financial or trading position or prospects                
    of the Group as a whole or is materially adverse in the context           
    of the Open Offer; or                                                     
                                                                              
       (ii)   the occurrence of any local, national or                        
    international event or change (whether or not forming part                
    of a series of events or changes occurring or continuing                  
    before, and/or after the date of the Underwriting Agreement)              
    of a political, military, financial, economic or other                    
    nature (whether or not ejusdem generis with any of the                    
    foregoing), or in the nature of any local, national or                    
    international outbreak or escalation of hostilities or armed              
    conflict, or affecting local securities markets which may,                
    in the reasonable opinion of the Underwriter materially and               
    adversely affects the business or the financial or trading                
    position or prospects of the Group as a whole or is materially            
    adverse in the context of the Open Offer or otherwise makes               
    it inexpedient or inadvisable to proceed with the Open Offer;             
    or                                                                        
                                                                              
       (iii)   any adverse change in market conditions                        
    (including without limitation, any change in fiscal or                    
    monetary policy, or foreign exchange or currency markets,                 
    suspension or material restriction or trading in securities)              
    occurs which in the reasonable opinion of the Underwriter                 
    is materially adverse in the context of the Open Offer or                 
    otherwise makes it inexpedient or inadvisable to proceed                  
    with the Open Offer; or                                                   
                                                                              
       (iv)   any change in the circumstances of the Company or               
    any member of the Group which in the reasonable opinion of                
    the Underwriter materially and adversely affects the                      
    prospects of the Company, including without limiting the                  
    generality of the foregoing the presentation of a petition                
    or the passing of a resolution for the liquidation or winding             
    up or similar event occurring in respect of the Company or                
    its major subsidiaries or the destruction of any material                 
    asset of the Group; or                                                    
                                                                              
       (v)   any suspension in the trading of securities                      
    generally or the Company's securities on the Stock Exchange               
    for a period of more than five consecutive business days,                 
    excluding any suspension in connection with the clearance                 
    of this announcement or other documents in connection with                
    the Open Offer, or                                                        
                                                                              
    (b)   there comes to the notice of the Underwriter any matter             
    or event showing any of the representations and warranties                
    given by the Company under the Underwriting Agreement to be               
    untrue or inaccurate in any respect which the Underwriter                 
    considers to be material.                                                 
                                                                              
    If the Underwriter terminates the Underwriting Agreement,                 
    the Open Offer will not proceed.                                          
                                                                              
    CONDITIONS OF THE OPEN OFFER                                              
    The Open Offer is conditional upon: