10:33     CROCODILE<00122> & LAI SUN INT'L<00191>-JA & Resumption (2)         

    The gross floor area of the Property is approximately 2,738 square feet.  
    The Property is currently subject to one tenancy, in respect of certain   
    units on the ground floor, which will be terminated prior to Completion,  
    and a licence, in respect of a utility room on the second floor, which    
    expires on the Completion Date, such that the Property will be sold with  
    vacant possession on Completion.                                          
                                                                              
    5.        Conditions of the Tender                                        
                                                                              
    Completion of the Disposal is conditional upon the obtaining by CGL and   
    LSG, from their respective shareholders, of approval to the Disposal, on  
    or before the Completion Date, in accordance with the Listing Rules.      
                                                                              
    As noted below, the written approvals of LSG and its wholly-owned         
    subsidiary who, together, hold more than 50% of the issued share capital  
    of CGL, are sufficient for the purposes of Listing Rule 14.44 in so far   
    as they apply to CGL, and such approvals have already been given.         
    However, in the case of LSG, an extraordinary general meeting of LSG      
    will be convened to consider, and if thought fit approve, the Disposal.   
                                                                              
    6.        Consideration                                                   
                                                                              
    The total cash consideration for the Disposal is HK$145,000,000. The      
    purchase price tendered by the Purchaser was the highest amongst the      
    five tenders received by GNDL from the tenderers (all being, to the best  
    of the knowledge, information and belief of the CGL Directors and the     
    LSG Directors, having made all reasonable enquiry, third parties          
    independent of CGL and LSG and their respective connected persons) in     
    response to an invitation made by GNDL for the tender of the Property,    
    which closed on 25th January, 2005.                                       
                                                                              
    An initial deposit of HK$5,000,000 has been paid, in cash, by the         
    Purchaser to GNDL's solicitors, to be held by GNDL's solicitors as        
    stakeholders in accordance with the Tender at the time when the           
    Purchaser submitted its tender on 24th January, 2005. Further deposits    
    of HK$9,500,000, HK$7,250,000 and HK$7,250,000 are payable in cash on or  
    before 18th February, 2005, 18th March, 2005 and 29th April, 2005,        
    respectively, in each case to be held by GNDL's solicitors as             
    stakeholders in accordance with the Tender. The balance of the cash       
    consideration, in the sum of HK$116,000,000, shall be paid by the         
    Purchaser upon Completion.                                                
                                                                              
    The initial and further deposits shall be forfeited to GNDL if the        
    Purchaser fails to complete, but such deposits shall be refunded to the   
    Purchaser, without costs, interest or compensation, if GNDL fails to      
    complete, or the remaining condition set out above, is not fulfilled on   
    or before the Completion Date.                                            
                                                                              
    The initial and further deposits will be released by GNDL's solicitors    
    to GNDL where the balance of the purchase price is greater than or equal  
    to the amount required for the release and discharge of the Property      
    from the existing charge affecting the Property on the Completion Date.   
                                                                              
    7.        Completion                                                      
                                                                              
    Completion is set to take place on 31st May, 2005.                        
                                                                              
    Should the Purchaser fail to pay the further deposits or balance of       
    purchase price or to observe or comply with any terms and conditions of   
    the Agreement, GNDL may forthwith determine the Agreement by notice in    
    writing and forfeit any deposit paid.                                     
                                                                              
    In the event of GNDL failing to complete the sale of the Property in      
    accordance with the Agreement, it shall not be necessary for the          
    Purchaser to tender an assignment to GNDL for execution before taking     
    proceedings to enforce specific performance of the Agreement.             
                                                                              
    8.        Financial matters relevant to the Disposal                      
                                                                              
    The audited turnover and net loss (in the latter case, both before and    
    after taxation and extraordinary items) of the CGL Group attributable to  
    the Property for the financial year ended 31st July, 2003, as             
    incorporated in CGL's audited consolidated accounts for that year, were   
    approximately HK$5.0 million and HK$7.1 million, respectively, which      
    included profit generated from leasing of the Property of HK$4.9 million  
    and, in the case of the net loss figure, a deficit on the revaluation of  
    the Property, charged to consolidated profit and loss account, in the     
    amount of HK$12 million. Taking into account LSG's 54.93% interest in     
    CGL, the audited turnover and net loss (in the latter case, both before   
    and after taxation and extraordinary items) of the LSG Group              
    attributable to the Property for the financial year ended 31st July,      
    2003, as incorporated in LSG's audited consolidated accounts for such     
    year, were approximately HK$5.0 million and HK$3.9 million,               
    respectively.