09:33     C.P. POKPHAND<00043> - Announcement & Resumption (10)               

    "SGM"   a special general meeting of the Company to                       
    be convened for considering and, if thought fit,                          
    approving, among other matters, the Capital                               
    Reorganisation, the Whitewash Waiver and the                              
    Subscription                                                              
                                                                              
    "Shareholders"   holders of Shares (or Adjusted                           
    Shares, as the case may be) from time to time                             
                                                                              
    "Share Options"   the outstanding share options to                        
    subscribe for 460,896,156 Shares (or Adjusted Shares,                     
    as the case may be) (subject to adjustment) granted                       
    pursuant to the old and the existing share option                         
    schemes of the Company adopted on 10th April, 1992                        
    (which expired on 10th April, 2002), and 26th November,                   
    2002 respectively                                                         
                                                                              
    "Stock Exchange"   The Stock Exchange of Hong Kong                        
    Limited                                                                   
                                                                              
    "Shares"   shares of nominal value US$0.05 each in the                    
    share capital of the Company                                              
                                                                              
    "Subscription"   the subscription by Worth Access of                      
    the Subscription Shares (which shall be issued with                       
    the Warrants) pursuant to the Subscription Agreement                      
                                                                              
    "Subscription Agreement"   the conditional agreement                      
    dated 2nd March, 2005 entered into between the Company                    
    and Worth Access in relation to the subscription of                       
    the Subscription Shares (which shall be issued with                       
    the Warrants)                                                             
                                                                              
    "Subscription Price"   the subscription price of                          
    HK$0.32 per Subscription Share                                            
                                                                              
    "Subscription Share(s)"   731,250,000 new Adjusted                        
    Shares to be allotted and issued by the Company to                        
    Worth Access pursuant to the Subscription Agreement                       
                                                                              
    "Takeovers Code"   the Hong Kong Code on Takeovers and                    
    Mergers                                                                   
                                                                              
    "US$"   United States dollars                                             
                                                                              
    "Warrant Issue Date"   the date on which the Warrants                     
    will be issued by the Company                                             
                                                                              
    "Warrants"   warrants proposed to be issued by the                        
    Company entitling the holders thereof to subscribe                        
    for up to 577,940,000 new Adjusted Shares in aggregate                    
                                                                              
    "Warrant Exercise Shares"   up to 577,940,000                             
    Adjusted Shares to be allotted and issued upon                            
    exercise of the subscription rights attaching to the                      
    Warrants                                                                  
                                                                              
    "Whitewash Waiver"   a waiver from the Executive                          
    pursuant to Note 1 to the Notes on dispensations from                     
    Rule 26 of the Takeovers Code in respect of the                           
    obligations of Worth Access and parties acting in                         
    concert with it to make a mandatory general offer for                     
    all the Adjusted Shares and Share Options not already                     
    owned by Worth Access or parties acting in concert                        
    with it which would arise as a result of Worth Access                     
    taking up Subscription Shares pursuant to the                             
    Subscription Agreement                                                    
                                                                              
    "Worth Access"   Worth Access Trading Limited, a                          
    company incorporated in the British Virgin Islands,                       
    which is indirectly owned as to approximately 51.31%                      
    by the Chearavanont Members on an aggregate basis                         
                                                                              
    By Order of the Board                                                     
    Dhanin Chearavanont                                                       
    Chairman and Chief Executive Officer                                      
                                                                              
    Hong Kong, 2nd March, 2005