09:32     C.P. POKPHAND<00043> - Announcement & Resumption (8)                

    Note:                                                                     
                                                                              
    1.   Assuming none of the outstanding Share Options                       
    is exercised. Apart from the outstanding Share Options,                   
    there are no outstanding convertible debts, options                       
    or warrants of the Company as at the date of this                         
    announcement. If the outstanding Share Options are                        
    fully exercised, 460,896,156 Shares (or Adjusted                          
    Shares, as the case may be) (subject to adjustment)                       
    will be issuable.                                                         
                                                                              
    2.   As at the date of this announcement, CPI, Worth                      
    Access and other parties acting in concert hold Share                     
    Options entitling them to subscribe for 51,200,000                        
    Shares (or Adjusted Shares, as the case may be)                           
    (subject to adjustment).                                                  
                                                                              
    THE WHITEWASH WAIVER                                                      
    Worth Access together with the parties acting in                          
    concert with it (including CPI) collectively hold                         
    1,066,662,834 Shares as at the date of this                               
    announcement, representing approximately 49.42% of                        
    the issued share capital of the Company. Upon                             
    completion of the Subscription, the shareholding                          
    interest of Worth Access together with the parties                        
    acting in concert with it (including CPI) in the                          
    Company will be increased from approximately 49.42%                       
    to approximately 62.22% immediately after completion                      
    of the Subscription but before exercise of the                            
    subscription rights attached to any Warrants and                          
    approximately 68.51% immediately after completion of                      
    the Subscription and assuming full exercise of the                        
    subscription rights attaching to the Warrants.                            
                                                                              
    Worth Access and the parties acting in concert with                       
    it (including CPI) will incur a mandatory offer                           
    obligation under Rule 26.1 of the Takeovers Code upon                     
    the taking up of the Subscription Shares under the                        
    Subscription by Worth Access. The shareholding                            
    structure of Worth Access as at the date of this                          
    announcement is as follows:                                               
                                                                              
    Note:   "Others" comprise of 45 shareholders with                         
    shareholding interest ranging from 0.01 %  to 5.76%.                      
                                                                              
    An application will be made to the Executive for the                      
    grant of the Whitewash Waiver to waive such mandatory                     
    offer obligation. The Whitewash Waiver, if granted                        
    by the Executive, would be subject to, among other                        
    things, the approval of the Independent Shareholders                      
    at the SGM by way of poll.                                                
                                                                              
    The Subscription is conditional, among other things,                      
    on the Executive granting the Whitewash Waiver to                         
    Worth Access and the parties acting in concert with                       
    it.                                                                       
                                                                              
    GENERAL                                                                   
    The Independent Board Committee will be established                       
    to advise the Independent Shareholders on the                             
    Whitewash Waiver and the Subscription. An independent                     
    financial adviser will be appointed to advise the                         
    Independent Board Committee and the Independent                           
    Shareholders in that connection.                                          
                                                                              
    A circular containing, among other things, (i)                            
    information relating to the Capital Reorganisation,                       
    the Subscription and the Whitewash Waiver; (ii) a                         
    letter from the Independent Board Committee; (iii)                        
    the opinion of the independent financial adviser to                       
    the Independent Board Committee and the Independent                       
    Shareholders; and (iv) a notice of the SGM, will be                       
    despatched to Shareholders as soon as practicable.                        
                                                                              
    As at the date of this announcement, the Directors                        
    comprise nine executive Directors, namely Mr. Jaran                       
    Chiaravanont, Mr. Montri Jiaravanont, Mr. Dhanin                          
    Chearavanont, Mr. Sumet Jiaravanon, Mr. Prasert                           
    Poongkumarn, Mr. Min Tieanworn, Mr. Thirayut                              
    Phitya-Isarakul, Mr. Thanakorn Seriburi and Mr.                           
    Veeravat Kanchanadul, and three independent                               
    non-executive Directors, namely Mr. Budiman Elkana,                       
    Mr. Chidchai Vanasatidya and Mr. Cheung Koon Yuet,                        
    Peter.