09:33     RUILI HOLD<00491> - Announcement & Resumption of Trading (4)        

    2.  APL as the subscriber. APL is a property and securities investment    
    holding company incorporated in the Republic of Singapore with limited    
    liability. To the best of the knowledge, information and belief of the    
    Directors, after having made all reasonable enquiries, APL and its        
    ultimate beneficial owner(s) are not connected with Ms. Tsim or any of    
    the directors, chief executive or substantial shareholder(s) of the       
    Company or its subsidiaries or their respective associate(s).             
                                                                              
    Number of Shares to be subscribed:                                        
                                                                              
    2,998,356 new Shares, representing approximately 0.58% of the existing    
    issued share capital of the Company and approximately 0.56% of the        
    issued share capital of the Company as enlarged by the completion of      
    the Settlement Agreements. The 2,998,356 new Shares, when fully paid,     
    will rank pari passu in all respects with the other Shares in issue or    
    to be issued by the Company on or prior to the date of allotment          
    including the rights to all dividends and other distributions declared,   
    made or paid at any time after the date of allotment.                     
                                                                              
    The subscription price:                                                   
                                                                              
    HK$0.40 per Share, representing a premium of approximately 21.21% over    
    the closing price of HK$0.33 per Share as quoted on the Stock Exchange    
    on 7 February 2005 and a premium of approximately 37.93% over the         
    average closing price of approximately HK$0.29 per Share as quoted on     
    the Stock Exchange for the 5 consecutive trading days up to and           
    including 7 February 2005.                                                
                                                                              
    The subscription price has been arrived at after arm's length             
    negotiations between the Company and APL with reference to the market     
    price and the nominal value of the Shares.                                
                                                                              
    Conditions precedent:                                                     
                                                                              
    Completion of Settlement Agreement II is conditional upon:                
                                                                              
    (a)  listing of, and permission to deal in, the 2,998,356 new Shares,     
    being granted by the Listing Committee of the Stock Exchange (and such    
    permission and listing not subsequently revoked prior to the delivery     
    of definitive share certificate(s) representing the 2,998,356 new         
    Shares);                                                                  
                                                                              
    (b)  if necessary, the Bermuda Monetary Authority approving or agreeing   
    to approve the allotment, issue and subsequent transfer of the            
    2,998,356 new Shares; and                                                 
                                                                              
    (c)  all other necessary approvals from the relevant governmental or      
    regulatory authorities in relation to Settlement Agreement II having      
    been obtained.                                                            
                                                                              
    If the above conditions are not fulfilled on or prior to the date         
    falling 30 days after the date of Settlement Agreement II, i.e. 9 March   
    2005, or such later date as may be agreed between the Company and APL     
    and approved by the Stock Exchange (if required), Settlement Agreement    
    II shall terminate and neither of the parties shall have any claim        
    against the other for costs, damages, compensation or otherwise (save     
    for any antecedent breach).                                               
                                                                              
    Completion:                                                               
                                                                              
    Completion of Settlement Agreement II shall take place on the third       
    business day after the conditions set out above are fulfilled.            
                                                                              
    On completion, APL will deliver to the Company a discharge letter,        
    releasing the Company, its subsidiaries, associated companies and their   
    respective officers, directors, consultants, administrators,              
    predecessor and successor corporations and assigns from all claims,       
    demands, obligations, and causes of action of any nature whatsoever       
    arising from Loan II. As far as the Directors are aware, APL has no       
    present intention to nominate any representative to the Board.            
                                                                              
    Background:                                                               
                                                                              
    APL was the holder of the 2003 Convertible Bonds, which were issued by    
    the Company on 23 December 2003. The 2003 Convertible Bonds were issued   
    with aggregate principal amount of HK$16,000,000 and carried interest     
    at the rate of 8% per annum and due on 22 December 2004. By notice        
    received by the Company on 29 November 2004, APL had fully exercised      
    its conversion rights attached thereto. As a result thereof,              
    888,888,888 shares of HK$0.01 each in the capital of the Company were     
    issued to APL. Loan II represents the interest payable by the Company     
    to APL on the 2003 Convertible Bonds.