09:36     WO KEE HONG<00720> - Announcement (3)                               

    at the rate of 6.25% per annum and repayable in 48 months from            
    the date of drawdown. The long term banking facilities has been           
    granted to the Group but has not been drawndown as at the date            
    of this announcement. The Directors intend to make the drawdown           
    before the Settlement Date.                                               
                                                                              
    The Debt                                                                  
                                                                              
    As at 31 December 2004, an amount of US$17,476,755.39 (equivalent         
    to approximately HK$136.3 million, being the aggregate of the             
    principal amount of US$16,748,117.12 (equivalent to                       
    approximately HK$130.6 million) together with interest accrued            
    thereon in the amount of US$728,638.27 (equivalent to                     
    approximately HK$5.7 million), is owed by WKHL to MHI under the           
    Loan Agreement. The interest amount of US$728,638.27 (equivalent          
    to approximately HK$5.7 million) comprises interest payable on            
    the principal amount of the Debt for the year 2003 and 2004 and           
    interest on the overdue interest at the rate of 5% per annum              
    in accordance with the terms of the Loan Agreement.                       
                                                                              
    The Conditions Precedent                                                  
                                                                              
    The conditions precedent to the discharge of the Debt and the             
    release of the charges over the Properties are:                           
                                                                              
    (a)     the delivery to MHI, its employees, agents and advisers of        
    certain financial information of the Group on or before 25                
    February 2005;                                                            
                                                                              
    (b)     the delivery to MHI certified copy of the board resolutions       
    of each of WKHL, the Company, Stoneycroft and Ever Rising                 
    approving and authorizing the execution and performance of the            
    Deed of Settlement;                                                       
                                                                              
    (c)     the delivery to MHI the written approval of the Controlling       
    Shareholders approving the performance of the Deed of Settlement;         
                                                                              
    (d)     the delivery to MHI a copy of this announcement and any other     
    announcement to be made by the Company in connection with the             
    Deed of Settlement and the Settlement;                                    
                                                                              
    (e)     the delivery to MHI of legal opinions in a form satisfactory      
    to MHI on the laws of Bermuda and Hong Kong that each of the              
    Company, WKHL, Stoneycroft and Ever Rising has the capacity to            
    enter into the Deed of Settlement and that the Deed of Settlement         
    is duly executed by each of the Company and WKHL in accordance            
    with their respective constitutive documents and laws of the              
    jurisdiction of incorporation;                                            
                                                                              
    (f)     the delivery to MHI the Deeds of Amendment duly executed by       
    Stoneycroft, Ever Rising, WKHL and the Company on 24 February             
    2005, the date of the Deed of Settlement; and                             
                                                                              
    (g)     the delivery to MHI by each of the Company, WKHL, Stoneycroft     
    and Ever Rising of a director's certificate confirming that the           
    representations and warranties given by the Company and WKHL              
    as their general affairs are and remain true and accurate as              
    at 11 March 2005 and on each of the Settlement Dates.                     
                                                                              
    The Condition Precedent set out in (a) above has to be fulfilled          
    by 25 February 2005 and the Condition Precedent set out in (f)            
    above has to be fulfilled on 24 February 2005, the date of the            
    Deed of Settlement. The other Conditions Precedent set out in             
    (b) to (e) and (g) above have to be satisfied by 11 March 2005.           
    MHI may in its absolute discretion waive any of the Conditions            
    Precedent set out in (a) to (g) above.