10:33     SIMSEN INT'L<00993> - Announcement (4)                              

    be paid by the Purchaser to the Vendor at Completion by way of            
    telegraphic transfer (or in such other manner as the parties              
    may agree), in immediately available and transferable funds,              
    to the bank account as designated by the Vendor.                          
                                                                              
    The Directors confirm that the Sale Shareholder Loan                      
    Consideration has been determined after arm's length negotiation          
    between the parties thereto and is equal to the face value of             
    the Sale Shareholder Loan as at the date of the Disposal                  
    Agreement.                                                                
                                                                              
    COMPLETION                                                                
                                                                              
    Completion of the Disposal Agreement shall take place on the              
    third business day after the last outstanding Conditions                  
    Precedent shall have been fulfilled or such other date as the             
    parties to the Disposal Agreement shall agree in writing.                 
                                                                              
    PRINCIPAL TERMS OF THE GOLDSAT CONVERTIBLE NOTE                           
                                                                              
    The principal terms of the Goldsat Convertible Note were                  
    determined after arm's length negotiations between the relevant           
    parties and are summarized as follows:                                    
                                                                              
    Principal amount                                                          
                                                                              
    CAD3,810,000 (HK$23,964,900)                                              
                                                                              
    Interest                                                                  
                                                                              
    The Goldsat Convertible Note will bear interest during the period         
    beginning on the date of issue of the Goldsat Convertible Note            
    and ending on, but excluding, the date of maturity or the date            
    of conversion, where applicable, at the rate of 2% per annum              
    computed on the basis of a 365-day year and actual days lapsed,           
    which will be payable in cash quarterly in arrears on 31 March,           
    30 June, 30 September and 31 December.                                    
                                                                              
    Maturity Date                                                             
                                                                              
    The second anniversary of the date of issue of the Goldsat                
    Convertible Note ("Maturity Date").                                       
                                                                              
    Conversion Period                                                         
                                                                              
    The period of one year from the date of issue of the Goldsat              
    Convertible Note ("Conversion Period").                                   
                                                                              
    Conversion Rights                                                         
                                                                              
    The holder of the Goldsat Convertible Note (the "Noteholder")             
    will have the right at any time during the Conversion Period              
    to convert in whole (but not in part only) of the Goldsat                 
    Convertible Note into Goldsat Conversion Shares at the initial            
    conversion price (subject to adjustments). Goldsat Conversion             
    Shares to be allotted and issued by Goldsat upon the exercise             
    of the conversion rights in respect of the Goldsat Convertible            
    Note will rank pari passu in all respects with the Goldsat Shares         
    in issue as at the date on which the conversion notice is                 
    delivered and received by Goldsat.                                        
                                                                              
    Conversion Price                                                          
                                                                              
    The initial conversion price of CAD0.40 per Goldsat Share was             
    arrived at after arm's length negotiation between the relevant            
    parties and with reference to the market price of the Goldsat             
    Shares and will be subject to adjustments in the event of                 
    consolidation, sub-division, reclassification and change in the           
    share capital of the Purchaser.