09:31     C.P. POKPHAND<00043> - Announcement & Resumption (7)                

    The Company is indebted to certain bank creditors and                     
    the holders of the Company's floating rate notes in                       
    the aggregate sum of approximately US$146.9 million                       
    pursuant to a Group Restructuring Agreement dated 28th                    
    February, 2001 (as subsequently amended) which is due                     
    for final repayment on or before 30th April, 2005 (as                     
    extended). The Company is also indebted to a bank in                      
    the sum of approximately US$20.8 million pursuant to                      
    bridging loan under a Bridging Facility Agreement                         
    dated 22nd December, 2004. The term of the bridging                       
    loan is one year from the date on which it is utilized                    
    by the Company. Notwithstanding the said term, it is                      
    provided in the Bridging Facility Agreement that the                      
    Company shall repay such bridging loan on the day it                      
    obtains a refinancing facility from any banks and                         
    financial institutions or it obtains a new credit                         
    facility from a financial institution, whichever is                       
    earlier. In order to refinance its existing level of                      
    indebtedness, the Company had been in discussions with                    
    certain banks and has now received an offer, from                         
    certain banks of a new loan facility of US$140 million,                   
    subject to various conditions including the execution                     
    of the relevant loan and security documentation, from                     
    certain banks of a new loan facility. One of the                          
    conditions for the grant of the new loan facility is                      
    that, among other things, the Company would obtain                        
    new equity of US$30 million which shall be applied                        
    together with the new loan facility to repay the                          
    Company's existing indebtedness to the bank creditors                     
    and the holders of the floating rate notes and the                        
    bridging loan mentioned above, on or before 30th April,                   
    2005.                                                                     
                                                                              
    The total proceeds of the Subscription will be HK$234                     
    million (equivalent to approximately US$30 million),                      
    and the net proceeds are estimated to be HK$232 million,                  
    which are intended to be applied in full as part of                       
    the total sum required by the Company to repay its                        
    indebtedness as mentioned above. The completion of                        
    the Subscription will fulfil the condition that the                       
    Company obtains new equity of US$30 million in order                      
    to obtain the new loan facility mentioned above.                          
                                                                              
    The Directors (excluding the independent                                  
    non-executive Directors whose views will be given                         
    after taking into account the advice from an                              
    independent financial adviser) consider that the                          
    Subscription is an appropriate way for the Company                        
    to fulfil the condition as to the raising of new equity                   
    mentioned above, to raise new equity finance and to                       
    strengthen the financial position of the Group. The                       
    Directors (excluding the independent non-executive                        
    Directors whose views will be given after taking into                     
    account the advice from an independent financial                          
    adviser) consider that the Subscription is in the                         
    interests of the Company and the Shareholders as a                        
    whole.                                                                    
                                                                              
    SHAREHOLDING STRUCTURE OF THE COMPANY                                     
    The shareholding structure of the Company before and                      
    after the issue of the Subscription Shares and the                        
    Warrant Exercise Shares is as follows:                                    
                                                                              
    Existing Shareholding                                                     
    Immediately following completion of the Subscription                      
    (Note 1)                                                                  
    Immediately following completion of the Subscription                      
    and upon the full exercise of the subscription rights                     
    attaching to the Warrants (Note 1)                                        
    No. of Shares held   %   No. of Adjusted                                  
    No. of Adjusted   Shares held   %   Shares   %                            
                                                                              
    CPI, Worth Access and other parties acting in concert                     
    (Note 2)   1,066,662,834   49.42   1,797,912,834                          
    62.22   2,375,852,834   68.51                                             
                                                                              
    Others   1,091,817,952   50.58   1,091,817,952                            
    37.78   1,091,817,952   31.49                                             
                                                                              
    2,158,480,786   100.00   2,889,730,786   100.00                           
    3,467,670,786   100.00