09:42     KARCE INTL HOLD<01159>-Announcement&Resumption of Trading-2         

    information and belief and having made all reasonable enquiry             
    by the Directors, Ascalade Inc. and its ultimate beneficial owner         
    are not connected persons (as defined in the Listing Rules) of            
    the Company.                                                              
                                                                              
    The subject transaction:                                                  
                                                                              
    The Group has agreed to sell and assign the Karce Loan to Ascalade        
    Inc. in consideration for the allotment and issue of Ascalade             
    Inc. Shares to the Group. The number of Ascalade Inc. Shares              
    to be allotted and issued shall be calculated accordingly to              
    the following formula:                                                    
                                                                              
    A       =       (BxC)/D                                                   
                                                                              
    A       =       the number of Ascalade Inc. Shares to be allotted and     
    issued                                                                    
    B       =       the amount of the Karce Loan (in US$)                     
    C       =       the conversion rate of CAD/US$ posted by the Bank of      
    Canada                                                                    
    on the business day immediately preceding completion of the               
    Assignment and Share Subscription                                         
    D       =       CAD 0.85 (approximately HK$ 5.36)                         
                                                                              
    As at the date of the Assignment and Share Subscription                   
    Agreements, the Karce Loan amounted to approximately                      
    US$5,050,000 (approximately HK$ 39,392,000) and accordingly,              
    the total number of Ascalade Inc. Shares which can be issued              
    pursuant to the Assignment and Share Subscription is estimated            
    to be approximately 7,150,000, representing approximately 13.6%           
    of the existing issued share capital of Ascalade Inc. and                 
    approximately 12% of the issued share capital of Ascalade Inc.            
    as enlarged as a result of the completion of the Assignment and           
    Share Subscription.                                                       
                                                                              
    The Directors confirmed that the consideration was determined             
    at arm's length negotiations and on normal commercial terms with          
    reference to the possible conversion price of Convertible                 
    Debentures into Ascalade Inc. Shares pursuant to the Units issued         
    to investors as stated below.                                             
                                                                              
    Conditions:                                                               
                                                                              
    The completion of the Assignment and Share Subscription                   
    Agreements is conditional upon, among others:                             
                                                                              
    (a)     The Group shall have executed, delivered and performed all        
    agreements and documents on its part to be performed and shall            
    deliver a certificate as of the time of completion certifying             
    that all representations and warranties as contained therein              
    are true and correct.                                                     
                                                                              
    (b)     The Group shall have delivered all originals of the relevant      
    loan agreements and other relevant certificates, opinions and             
    documents as reasonably required to Ascalade Inc..                        
                                                                              
    (c)     All necessary steps and proceedings as reasonably required        
    by Ascalade Inc. shall have been taken to permit the Karce Loan           
    to be duly transferred and assigned to Ascalade Inc..                     
                                                                              
    (d)     The other parties shall have executed and delivered to            
    Ascalade Inc. all documents, agreements or certificates as                
    reasonably required to Ascalade Inc. for the purpose of effecting         
    the sale and assignment of the Karce Loan.                                
                                                                              
    (e)     All necessary approvals from the shareholders of the Company      
    in respect of the Assignment and Share Subscription Agreements            
    shall have been obtained.                                                 
                                                                              
    (f)     The Company shall have issued an announcement in respect of       
    the Assignment and Share Subscription