09:44     CHAODA MODERN<00682> - Announcement & Resumption (2)                

    Date:        1 February 2005                                              
                                                                              
    Issuer:        the Company                                                
                                                                              
    Purchasers:        the Initial Purchasers                                 
                                                                              
    Guarantors:        the initial Subsidiary Guarantors                      
                                                                              
    The Notes have not been and will not be registered under the Securities   
    Act and may not be offered or sold in the United States absent            
    registration or an applicable exemption from the registration             
    requirements of the Securities Act. The Notes will be offered only to     
    "qualified institutional buyers" (as defined in Rule 144A under the       
    Securities Act) and to certain non-US persons (as defined in Regulation   
    S under the Securities Act) in transactions outside the United States in  
    reliance of Regulation S. Each of the Initial Purchasers has severally    
    and not jointly represented and agreed that it has not offered or sold    
    and will not sell in Hong Kong, by means of any document, any Notes       
    other than (i) to "professional investors" as defined in the SFO and any  
    rules made under the SFO; or (ii) in other circumstances which do not     
    result in the document being a "prospectus" as defined in the Companies   
    Ordinance or which do not constitute an offer to public with the meaning  
    of the Companies Ordinance.                                               
                                                                              
    To the knowledge of the Directors, the Initial Purchasers are             
    independent of and not connected with any connected persons (as defined   
    in the Listing Rules) of the Company. None of the Notes are expected to   
    be placed to any connected persons (as defined in the Listing Rules) of   
    the Company.                                                              
                                                                              
    Conditions precedent of the Purchase Agreement                            
                                                                              
    The obligation of the Initial Purchasers to purchase the Notes under the  
    Purchase Agreement is conditional on the fulfillment of certain           
    conditions precedent, including, but not limited to:                      
                                                                              
    (a)        a certificate dated as of the Closing Date from the Company    
    having been received by the Initial Purchasers to the effect that (i)     
    there has been no material adverse change in the condition, financial or  
    otherwise, or in the business prospects of the Company and its            
    subsidiaries considered as one enterprise, whether or not arising in the  
    ordinary course of business, since the date of the Purchase Agreement or  
    since the respective dates as of which information is given in the        
    Offering Memorandum; (ii) the representations and warranties contained    
    in the Purchase Agreement are true and correct with the same force and    
    effect as though expressly made at and as of the Closing Date; and (iii)  
    the Company has complied with all agreements and satisfied all            
    conditions on its part to be performed or satisfied at or prior to the    
    Closing Date;                                                             
                                                                              
    (b)        letters dated the Closing Date from Moody's and S&P            
    respectively, or other evidence satisfactory to the Initial Purchasers,   
    having been delivered by the Company to the Initial Purchasers,           
    confirming that the Notes have been rated at least "Ba3" by Moody's and   
    "BB" by S&P; and since the date of the Purchase Agreement, no             
    downgrading has occurred in the respective ratings assigned to the Notes  
    or any of the Company's other debt securities by any "nationally          
    recognized statistical rating agency", as that term is defined by the US  
    Securities and Exchange Commission for purposes of Rule 436(g)(2) under   
    the Securities Act, and no such securities rating agency shall have       
    publicly announced that it has under surveillance or review, with         
    possible negative implications, its rating of the Notes or any of the     
    Company's other debt securities;                                          
                                                                              
    (c)        approval in-principle for listing and quotation of the Notes   
    on the Singapore Stock Exchange having been received by the Company at    
    the Closing Date;                                                         
                                                                              
    (d)        at the Closing Date, the Notes having been designated for      
    trading in PORTAL and the Notes being eligible for clearance and          
    settlement through The Depository Trust Company (and its successors),     
    Euroclear and Clearstream; and                                            
                                                                              
    (e)        the Indenture having been duly executed and delivered by the   
    parties thereto.                                                          
                                                                              
    Subject to the foregoing, the Notes Issue is expected to be completed     
    and the Notes to be issued on or around 7 February 2005.                  
                                                                              
    Principal terms of the Notes                                              
                                                                              
    The principal terms of the Notes, which are constituted by the            
    Indenture, are summarised as follows: