10:12     NEW CITY<00456> - Announcement (2)                                  

    The principal terms of the Convertible Bond are summarised as follows:    
                                                                              
    Conditions:        The Subscription Agreement is conditional upon:        
                                                                              
            (a)        the Listing Committee of the Stock Exchange having     
    granted approval for the listing of and permission to deal in the         
    Conversion Shares to be issued upon conversion of the Convertible         
    Bond; and                                                                 
                                                                              
            (b)        the resumption of trading in the Shares on the         
    Stock Exchange.                                                           
                                                                              
    If the conditions precedent are not fulfilled (or waived) on or prior     
    to 30 June 2005 or such later date as may be agreed between the           
    parties, the Subscription Agreement shall terminate and none of the       
    parties shall have any claim against the other for costs, damages,        
    compensation or otherwise.                                                
                                                                              
    Completion:        The third business day after fulfillment (or the       
    waiving) of the conditions precedent set out in the Subscription          
    Agreement or on such other date the parties may agree ("Completion        
    Date").                                                                   
                                                                              
    Conversion Period:        On any business day after the Completion        
    Date but before the 14-day period ending on the Maturity Date (as         
    defined below).                                                           
                                                                              
    Conversion Price:        HK$0.30 per Share ("Conversion Price")           
    (subject to adjustments for share consolidation or subdivision,           
    capitalisation issue, capital distribution, rights issue and issue of     
    new Shares by the Company at less than 90% of the prevailing market       
    price and other events which may have a dilution effect on the            
    Convertible Bond), representing a premium of 13.2% to the closing         
    price of HK$0.265 per Share as quoted on the Stock Exchange on 29         
    December 2003, the day immediately preceding the suspension of trading    
    in the Shares, and premiums of approximately 13.2% and 14.3% to the       
    average of the closing prices of HK$0.265 and HK$0.2625 per Share as      
    quoted on the Stock Exchange for the five and ten trading days ended      
    29 December 2003, respectively. Shares to be issued on conversion will    
    rank pari passu in all respects with the Shares then in issue on the      
    relevant conversion date.                                                 
                                                                              
    Maturity:        The date falling on the expiry of the 24-month period    
    from the Completion Date ("Maturity Date").                               
                                                                              
    Final Redemption:        Unless previously converted or redeemed in       
    certain circumstances, the Convertible Bond will be redeemed at par on    
    the Maturity Date.                                                        
                                                                              
    Interest:        The Convertible Bond will bear interest at a rate of     
    3% per annum payable semi-annually in arrear on 31 July and 31 January    
    in each year with the first payment of interest being made on 31 July     
    2005 in respect of the period from (and including) the Completion Date    
    to (but excluding) 31 July 2005 and the last payment of interest being    
    made on the Maturity Date in respect of the period from 31 July 2006      
    (and including) to (but excluding) the Maturity Date.                     
                                                                              
    Issue:        HK$12 million principal amount of Convertible Bond due      
    2007, convertible into Shares at the option of the holders of the         
    Convertible Bond. The Convertible Bond will be issued at par and in       
    registered form.                                                          
                                                                              
    Listing:        The Company will make an application to the Stock         
    Exchange for the listing of, and permission to deal in, the Shares to     
    be issued upon conversion of the Convertible Bond.                        
                                                                              
    Ranking:        The Conversion Shares to be issued upon conversion of     
    the Convertible Bond will rank pari passu in all respects with all        
    other existing Shares outstanding at the date of conversion of the        
    Convertible Bond.                                                         
                                                                              
    Transferability:        Subject to compliance with all applicable laws    
    and regulation including the Stock Exchange's rules and regulations       
    and the approval for listing in respect of the Conversion Shares, the     
    Convertible Bond or any part(s) thereof may be freely transferable to     
    any third party which is not a connected person of the Company.           
                                                                              
    Voting:        The holders of the Convertible Bond will not be            
    entitled to receive notice of, attend or vote at any meeting of the       
    Company by reason only of it being the holders of the Convertible         
    Bond.