09:16     MATSUNICHI<00283> - Announcement & Resumption (2)                   

    3.   Placees                                                              
                                                                              
    The Placing is made on a best-efforts basis. The Placing                  
    Agents have confirmed that the Placing Shares will be placed              
    to 6 or more Placees who will be individual, corporate and/or             
    professional investors. The Placing Agents and the placees and            
    their respective beneficial owners are and will be third                  
    parties independent of and not connected with Jade Forest or              
    any of the Directors, chief executive or substantial                      
    shareholders of the Company, any of its subsidiaries or any of            
    its and their respective associates (as defined under the                 
    Listing Rules).                                                           
                                                                              
    4.   Completion of the Placing                                            
                                                                              
    Completion of the Placing is expected to take place on 28                 
    February 2005 or such other date as Jade Forest and the                   
    Placing Agents may agree.                                                 
                                                                              
    SUBSCRIPTION AGREEMENT                                                    
                                                                              
    Date   :   22 February 2005                                               
                                                                              
    Parties   :   (1)   The Company                                           
    (2)   Jade Forest                                                         
                                                                              
    THE SUBSCRIPTION                                                          
                                                                              
    1.   Subscription of New Shares                                           
                                                                              
    Up to 80,000,000 new Shares, being the same number of Shares              
    under the Placing. The maximum of 80,000,000 new Shares                   
    represent about 13.6% of the existing issued share capital of             
    the Company about 12.0% of the issued share capital of the                
    Company as enlarged by the Subscription and about 15.7% of the            
    issued share capital of the Company as at 25 August 2004.                 
                                                                              
    The new Shares will be issued pursuant to the general mandate             
    granted to the Directors pursuant to the written resolution               
    passed by the Shareholders on 25 August 2004. The Company has             
    not issued any other Shares pursuant to the general mandate.              
                                                                              
    2.   Subscription price                                                   
                                                                              
    HK$2.6 per Share, being the same price as the Placing Price.              
                                                                              
    3.   Ranking of the new Shares                                            
                                                                              
    The new Shares, when fully paid, will rank pari passu in all              
    respects with all the existing Shares in issue as at the date             
    of issue of the new Shares.                                               
                                                                              
    Application will be made to the Listing Committee of the Stock            
    Exchange seeking approval for the listing of, and permission              
    to deal in the new Shares to be issued under the Subscription             
    Agreement.                                                                
                                                                              
    4.   Conditions and completion of the Subscription                        
                                                                              
    Completion of the Subscription is conditional upon:                       
                                                                              
    (a)   the completion of the Placing;                                      
                                                                              
    (b)   the Stock Exchange confirming in writing that they have             
    no further comment on this Announcement and the issue of this             
    Announcement;                                                             
                                                                              
    (c)   the Listing Committee of the Stock Exchange granting the            
    listing of, and permission to deal in the new Shares.                     
                                                                              
    Completion of the Subscription will take place within 2                   
    business days after the fulfillment of all conditions listed              
    above and is expected to take place within 14 days from the               
    date of the Placing Agreement. Should completion of the                   
    Subscription fail to take place within 14 business days from              
    the date of the Placing Agreement, the Subscription will be               
    subject to the relevant requirements as set out in Chapter 14A            
    of the Listing Rules.                                                     
                                                                              
    EFFECTS OF THE PLACING AND THE SUBSCRIPTION                               
                                                                              
    The effects of the shareholding structure of the Company                  
    pursuant to the Placing and the Subscription are as follows               
    (assuming the maximum number of 80,000,000 existing Shares are            
    placed and 80,000,000 new Shares are subscribed):                         
                                                                              
    Immediately before Placing                                                
                                                                              
    After Placing but before Subscription                                     
                                                                              
    After Placing and Subscription                                            
                                                                              
    No. of Shares   %   No. of Shares   %   No. of Shares   %