09:48     ASIA STANDARD<00129> - Announcement & Resumption (3)                

    Company held on 27th August, 2004.                                        
                                                                              
    Conditions of the AO Subscription                                         
    The AO Subscription is conditional on:                                    
    (a)                                                                       
    completion of the Placing;                                                
    (b)                                                                       
    the Listing Committee of the Stock Exchange granting the listing of       
    and permission to deal in the AO Subscription Shares; and                 
                                                                              
    (c)                                                                       
    the Executive Director of the Corporate Finance Division of the           
    Securities and Futures Commission granting a waiver to the Vendors        
    waiving their obligations to make a general offer pursuant to Rule 26     
    of The Hong Kong Codes on Takeovers and Mergers.                          
                                                                              
    The Company will apply to the Listing Committee of the Stock              
    Exchange for the listing of, and permission to deal in, the AO            
    Subscription Shares.                                                      
                                                                              
    Completion of the AO Subscription                                         
    Completion of the AO Subscription will take place upon the                
    fulfilment of all conditions listed above and within 14 days from the     
    date of the Placing Agreement, that is, on or before 16th February        
    2005 (or such later date as the Vendors and the Company may mutually      
    agree).                                                                   
                                                                              
    GROSVENOR SUBSCRIPTION AGREEMENT DATED 2ND FEBRUARY, 2005                 
    Subscriber                                                                
    Grosvenor, a substantial shareholder holding approximately 14.92% of      
    the issued share capital of the Company.                                  
                                                                              
    Issuer                                                                    
    The Company                                                               
    Number of New Shares to be subscribed for and Subscription Price          
    132,500,000 new Shares at HK$0.38 per Grosvenor Subscription Share.       
    If the Placing Agent exercises the Option, Grosvenor will subscribe       
    for an additional 12,500,000 new Shares, also at HK$0.38 per              
    Grosvenor Subscription Share. As the Option has been fully exercised,     
    the number of Grosvenor Subscription Shares is increased to               
    145,000,000.                                                              
                                                                              
    Conditions of the Grosvenor Subscription                                  
    The Grosvenor Subscription is conditional on the following                
    conditions having been fulfilled on or before 31st March 2005:            
                                                                              
    (a)                                                                       
    the Grosvenor Subscription having been approved by the Independent        
    Shareholders at a special general meeting to be convened by the           
    Company;                                                                  
                                                                              
    (b)                                                                       
    completion of the Placing and the AO Subscription; and                    
    (c)                                                                       
    the Listing Committee of the Stock Exchange granting the listing of       
    and permission to deal in the Grosvenor Subscription Shares.              
                                                                              
    The Company will apply to the Listing Committee of the Stock              
    Exchange for the listing of, and permission to deal in, the Grosvenor     
    Subscription Shares.                                                      
                                                                              
    Reasons for the Grosvenor Subscription                                    
    The Grosvenor Subscription Agreement was entered into between the         
    Company and Grosvenor, a strategic investor of the Company, to            
    signify Grosvenor's continued support to the Company.                     
                                                                              
    Nature of the Grosvenor Subscription                                      
    As Grosvenor is a substantial shareholder of the Company, the             
    Grosvenor Subscription constitutes a connected transaction for the        
    Company and is subject to approval of the Independent Shareholders.       
    An independent financial adviser will be appointed to advise the          
    independent Board.                                                        
                                                                              
    FUND RAISING ACTIVITIES OF THE COMPANY IN THE PAST 12 MONTHS              
    The Company has not carried out any fund raising exercises in the 12      
    months immediately prior to the date of this announcement.                
                                                                              
    RANKING OF THE AO SUBSCRIPTION SHARES AND THE GROSVENOR SUBSCRITPION      
    SHARES                                                                    
                                                                              
    The AO Subscription Shares and the Grosvenor Subscription Shares,         
    when fully paid, will rank pari passu in all respects with the Shares     
    in issue on completion of the AO Subscription and the Grosvenor           
    Subscription respectively, including the right to any dividends or        
    distributions after the date of completion of the AO Subscription and     
    the Grosvenor Subscription respectively.                                  
                                                                              
    EFFECT OF THE PLACING AND THE SUBSCRIPTIONS ON THE COMPANY'S              
    SHAREHOLDING                                                              
                                                                              
    The shareholding of the Vendors and its subsidiaries (the ultimate        
    beneficial owner of which is Asia Orient Holdings Limited, a company      
    whose shares are listed on the Stock Exchange), Grosvenor, the            
    Placees, Mr. Poon Jing, Managing Director of the Company, and other