09:41     ASIA ORIENT<00214> - Announcement (2)                               

    the last day of trading in the Shares on the Stock Exchange prior to      
    the release of this announcement); (ii) a discount of approximately       
    12.1% to the average closing price of HK$2.845 per Share as quoted on     
    the Stock Exchange for the last five trading days up to and including     
    the Last Dealing Date and (iii) a discount of approximately 12.9% to      
    the average closing price of HK$2.87 per Share as quoted on the Stock     
    Exchange for the last ten trading days up to and including the Last       
    Dealing Date. None of the Vendors and parties acting in concert with      
    the Vendors have made any dealings in the Shares immediately before       
    the Placing.                                                              
                                                                              
    Completion of the Placing:                                                
    The Placing is unconditional and completion of the Placing is             
    expected to take place on 7th March, 2005, subject to termination on      
    the occurrence of certain events as described below.                      
                                                                              
    Termination                                                               
    The Placing is subject to termination on the occurrence of certain        
    events prior to completion of the Placing, including:                     
                                                                              
    (a) any material breach of the warranties given by the Company and the    
    Vendors under the Placing Agreement; or                                   
                                                                              
    (b) the Shares being suspended for more than one trading day (other than  
    in connection with the Placing); or                                       
                                                                              
    (c) certain events of force majeure which in the opinion of the Placing   
    Agent might adversely affect the Placing including (i) the                
    introduction or amendment of any laws which may affect the Group;         
    (ii) any event which might adversely affect political, economic or        
    stock market conditions; (iii) imposition of any moratorium,              
    suspension or material restriction on trading in securities on the        
    Stock Exchange due to exceptional financial circumstances; (iv) a         
    change or development in taxation in Hong Kong or the People's            
    Republic of China or implementation of exchange control which shall       
    or might materially and adversely affect the Company and its              
    shareholders; or (v) any deterioration in the conditions of local or      
    international securities markets.                                         
                                                                              
    The directors of the Company are not aware of the occurrence of any       
    of such events as at the date of this announcement.                       
                                                                              
    B. In respect of the Subscription                                         
    Subscriber:                                                               
    Mr. Poon Jing and the Corporate Vendors, which together owns              
    71,122,611 Shares as at the date of this announcement.                    
                                                                              
    Number of new Shares to be subscribed for:                                
    An aggregate of 34.6 million new Shares representing (i)                  
    approximately 17.3% of the Company's existing issued share capital;       
    and (ii) approximately 14.8% of the Company's issued share capital as     
    enlarged by the Subscription. An application will be made to the          
    Stock Exchange for the listing of and permission to deal in the           
    Subsription Shares.                                                       
                                                                              
    Subscription price:                                                       
    HK$2.50 per Subscription Share, being the same as the Placing             
    Price.                                                                    
                                                                              
    Conditions of the Subscription:                                           
    As the placing of the Placing Shares by the Vendors will result in        
    the shareholding of the Vendors and parties acting in concert with        
    the Vendors to fall below 30% and the subsequent Subscription will        
    result in the shareholding of the Vendors and parties acting in           
    concert with the Vendors to exceed 30% (thus triggering a mandatory       
    general offer under the Takeovers Code), a waiver is required to be       
    granted by the Executive to the Vendors from any obligation to make a     
    general offer under Rule 26 of the Takeovers Code arising pursuant to     
    the Vendors entering into the Placing Agreement.                          
                                                                              
    The issue of Subscription Shares pursuant to the Placing Agreement        
    is conditional upon:                                                      
                                                                              
    (i) the Listing Committee granting listing of and permission to deal in   
    the Subscription Shares which fall to be issued under that                
    agreement;                                                                
                                                                              
    (ii) completion of the placing of the Placing Shares under that agreement 
    having taken place;                                                       
                                                                              
    (iii) the Executive granting a waiver to the Vendors from any obligation  
    to make a general offer under Rule 26 of the Takeovers Code arising       
    pursuant to the Vendors entering into the Placing Agreement.              
                                                                              
    None of the Vendors nor the Company will waive the condition              
    referred to in (iii) above. Completion of the issue of Subscription       
    Shares pursuant to the Placing Agreement will take place upon the