09:30     C.P. POKPHAND<00043> - Announcement & Resumption (4)                

    Free exchange of the share certificates for Adjusted                      
    Shares and trading arrangements                                           
    Upon the Capital Reorganisation becoming effective,                       
    the Shareholders may on or after the date on which                        
    it becomes effective, which is expected to be on or                       
    about 19th April, 2005 for a period of four weeks                         
    (ending on or about 17th May, 2005) submit                                
    certificates for existing Shares to the Registrars                        
    for exchange, at the expense of the Company, for                          
    certificates for the corresponding number of Adjusted                     
    Shares. Thereafter, certificates for existing Shares                      
    will be accepted for exchange only on payment of a                        
    fee of HK$2.50 for each new certificate issued for                        
    the corresponding number of Adjusted Shares.                              
    Nevertheless, certificates for existing Shares will                       
    continue to be good evidence of legal title and will                      
    continue to be valid for registration purposes.                           
                                                                              
    In order to distinguish between the existing and new                      
    certificates, the certificates for the Adjusted                           
    Shares will be green in colour but in a different                         
    design from the existing certificates for the Shares                      
    which are blue and green in colour.                                       
                                                                              
    THE SUBSCRIPTION AGREEMENT DATED 2nd March, 2005                          
                                                                              
    Subscriber   :   Worth Access                                             
                                                                              
    Issuer   :   the Company                                                  
                                                                              
    Number of  Subscription  Shares and the Warrants   :                      
    731,250,000 Subscription Shares, representing                             
    approximately 33.88% of the existing issued share                         
    capital of the Company, approximately 25.31% of the                       
    enlarged issued share capital of the Company                              
    immediately after completion of the Subscription and                      
    approximately 21.09% of the issued share capital of                       
    the Company as enlarged by the issue of the                               
    Subscription Shares upon completion of the                                
    Subscription and the issue of the Warrant Exercise                        
    Shares upon the full exercise of the subscription                         
    rights attaching to the Warrants (assuming none of                        
    the outstanding Share Options is exercised for the                        
    time being).                                                              
                                                                              
    The Subscription Shares will be issued with Warrants                      
    entitling the holder(s) of such Warrants to subscribe                     
    for up to an aggregate of 577,940,000 Adjusted Shares                     
    at the exercise price during the exercise period as                       
    detailed in the paragraph headed "Warrants" below.                        
                                                                              
    Subscription Price   :   HK$0.32 per Subscription                         
    Share for an aggregate consideration of                                   
    HK$234,000,000. The net subscription price is                             
    approximately HK$0.317 per Subscription Share. See                        
    below under "Issue Price of the Subscription Shares"                      
    for a comparison of such Subscription Price with                          
    recent closing prices of the Shares.                                      
                                                                              
    Basis of the Subscription Price   :   The                                 
    Subscription Price of HK$0.32 was determined and                          
    negotiated taking into account recent market closing                      
    prices of the Shares and the net asset value per Share                    
    (see under "Issue Price of the Subscription Shares"                       
    below).                                                                   
                                                                              
    Payment   :   The Subscription consideration shall be                     
    paid by Worth Access in cash upon completion of the                       
    Subscription.                                                             
                                                                              
    Conditions  precedent   :   Completion of the                             
    Subscription is conditional upon, among others:                           
                                                                              
    (1)   the passing by the Independent Shareholders at                      
    a general meeting of the Company by way of poll of                        
    the necessary resolutions to approve (i) the                              
    Subscription, (ii) the creation of the Warrants and                       
    the issue and allotment of the Subscription Shares,                       
    the Warrants and the Warrant Exercise Shares issuable                     
    upon the exercise of the subscription rights under                        
    the Warrants, (iii) the Whitewash Waiver and (iv)                         
    other transactions contemplated under the                                 
    Subscription Agreement in accordance with the Listing                     
    Rules and/or the Takeovers Code;                                          
                                                                              
    (2)   the Capital Reorganisation becoming effective;