09:31     C.P. POKPHAND<00043> - Announcement & Resumption (5)                

    (3)   the Listing Committee of the Stock Exchange                         
    granting the listing of, and permission to deal in,                       
    the Adjusted Shares, the Subscription Shares and the                      
    Warrant Exercise Shares;                                                  
                                                                              
    (4)   the Executive granting the Whitewash Waiver to                      
    Worth Access and the parties acting in concert with                       
    it and the satisfaction of any conditions attached                        
    to the grant of the Whitewash Waiver; and                                 
                                                                              
    (5)   if necessary, the Bermuda Monetary Authority                        
    granting permission for the allotment and issue of                        
    the Subscription Shares and the Warrant Exercise                          
    Shares.                                                                   
                                                                              
    In the event that any of the above conditions are not                     
    fulfilled on or before 22nd April, 2005 (or such later                    
    date as the parties may agree), the Subscription                          
    Agreement shall be terminated (and accordingly                            
    neither the Subscription Shares nor the Warrants will                     
    be issued by the Company). None of the above conditions                   
    can be waived by the parties to the Subscription                          
    Agreement.                                                                
                                                                              
    Listing Rules Implications of the Subscription                            
    The Subscription involves the issue of the                                
    Subscription Shares and the Warrants by the Company                       
    to Worth Access and will be subject to the approval                       
    of the Independent Shareholders of the Company under                      
    Rule 13.36(1) of the Listing Rules. The Company does                      
    not have any fund raising activities within 12 months                     
    preceding the date of this announcement.                                  
                                                                              
    The Chearavanont Members, on an aggregate basis,                          
    through CPI, are interested in approximately 49.42%                       
    of the issued share capital of the Company. The                           
    Chearavanont Members are also indirectly interested                       
    in approximately 51.31% in aggregate of the issued                        
    share capital of Worth Access. Accordingly, Worth                         
    Access is an associate of the controlling shareholder                     
    of the Company and therefore is a connected person                        
    of the Company under the Listing Rules. In this                           
    connection, the Subscription constitutes a connected                      
    transaction for the Company under Rule 14A.16(5) of                       
    the Listing Rules and is required to be made                              
    conditional upon approval by the Independent                              
    Shareholders at the SGM by way of poll. CPI, being                        
    the controlling shareholder of the Company,                               
    (including parties acting in concert with it) and                         
    their respective associates and those who are                             
    interested in or involved in the Subscription will                        
    abstain from voting at the SGM.                                           
                                                                              
    Application for listing                                                   
    The Company will apply to the Listing Committee of                        
    the Stock Exchange for the listing of, and permission                     
    to deal in, the Subscription Shares and the Warrant                       
    Exercise Shares.                                                          
                                                                              
    Issue Price of the Subscription Shares                                    
    The Subscription Price is HK$0.32 per Subscription                        
    Share, which represents:                                                  
                                                                              
    *   a discount of approximately 21.95% to the closing                     
    price of HK$0.41 per Share as quoted on the Stock                         
    Exchange on 24th February, 2005, being the last                           
    trading day prior to the suspension of trading in the                     
    Shares on the Stock Exchange pending the issue of this                    
    announcement;                                                             
                                                                              
    *   a discount of approximately 15.79% to the average                     
    closing price of HK$0.38 per Share as quoted on the                       
    Stock Exchange for the 10 trading days up to and                          
    including 24th February, 2005;                                            
                                                                              
    *   a premium of approximately 3.23% to the average                       
    closing price of HK$0.31 per Share as quoted on the                       
    Stock Exchange for the 30 trading days up to and                          
    including 24th February, 2005; and                                        
                                                                              
    *   a premium of approximately 6.24% to the unaudited                     
    consolidated net asset value per Shares of                                
    approximately HK$0.30 as at 30th June 2004.