10:32     SIMSEN INT'L<00993> - Announcement (3)                              

    the Placing; and                                                          
                                                                              
    (5)     all shares of the Purchaser in issue as at the date of            
    Completion remaining listed and posted for trading on the TSX             
    Venture Exchange on such day and no indication being received             
    on or before the date of Completion from the TSX Venture Exchange         
    or any regulatory authority to which the Purchaser is subject             
    to the effect that the trading of the shares of the Purchaser             
    on the TSX Venture Exchange will or may be halted or terminated           
    (or conditions will or may be attached thereto) or that a cease           
    trading order may be imposed on the shares of the Purchaser as            
    a result of Completion or in connection with the terms of or              
    any transaction contemplated by the Disposal Agreement.                   
                                                                              
    Neither the Vendor nor the Purchaser can waive any of the                 
    Conditions Precedent.                                                     
                                                                              
    If the Conditions Precedent shall not have been fulfilled in              
    full on or before 5:00 p.m. on the Longstop Date, all rights              
    and obligations of the parties hereunder shall cease and                  
    terminate, save and except for any antecedent breach hereof.              
                                                                              
    CONSIDERATION AND PAYMENT TERMS                                           
                                                                              
    The consideration receivable in respect of the Sale Shares and            
    the Sale Shareholder Loan are as follows:                                 
                                                                              
    The Sale Shares                                                           
                                                                              
    The Sale Share Consideration to be given by the Purchaser for             
    the purchase of all the Sale Shares shall be CAD7,130,386                 
    (HK$44,850,130) which shall be satisfied by the Purchaser to              
    the Vendor in the manner provided below:                                  
                                                                              
    (1)     the Purchaser shall deliver the duly executed Goldsat             
    Convertible Note to the Vendor at Completion in satisfaction              
    of CAD3,810,000 (HK$23,964,900) out of the Sale Share                     
    Consideration;                                                            
                                                                              
    (2)     the Purchaser shall pay a sum of CAD653,386 (HK$4,109,800)        
    to the Vendor in cash, at Completion by way of telegraphic                
    transfer (or such other manner as the parties may agree), in              
    immediately available and transferable funds, to a Hong Kong              
    bank account of the Group as designated by the Vendor; and                
                                                                              
    (3)     the Purchaser shall pay the balance of the Sale Share             
    Consideration of CAD2,667,000 (HK$16,775,430) by way of delivery          
    of the Promissory Note to the Vendor at Completion.                       
                                                                              
    The Promissory Note is a non-interest bearing secured promissory          
    note to be issued by the Purchaser to the Vendor in the aggregate         
    sum of CAD2,667,000 (HK$16,775,430) in part satisfaction of the           
    Sale Share Consideration under the Disposal Agreement and due             
    on the day immediately preceding the first anniversary of the             
    date of Completion. To secure the payment obligation of the               
    Purchaser under the Promissory Note, the Purchaser has agreed             
    to deliver the duly executed Charge to the Vendor at Completion.          
                                                                              
    The Directors confirm that the Sale Share Consideration has been          
    determined after arm's length negotiation between the parties             
    thereto with reference to the unaudited consolidated net asset            
    value of the Alexis Group of approximately HK$27,422,000 as at            
    30 April 2004.                                                            
                                                                              
    The Sale Shareholder Loan                                                 
                                                                              
    The Sale Shareholder Loan Consideration to be given by the                
    Purchaser for the purchase of the Sale Shareholder Loan shall             
    be CAD2,066,614 (HK$12,999,000) which shall