09:43     KARCE INTL HOLD<01159>-Announcement&Resumption of Trading-4         

    F       =       the amount of Karce Advances (in US$)                     
                                                                              
    G       =       the conversion rate of CAD/US$ posted by the Bank of      
    Canada                                                                    
    on the business day immediately preceding completion of the               
    Assignment and Unit Subscription                                          
                                                                              
    H       =       CAD 1,000 (approximately HK$ 6,300)                       
                                                                              
    As at the date of the Assignment and Unit Subscription Agreements,        
    the Karce Advances amounted to approximately US$4,101,000                 
    (approximately HK$ 31,988,000) and accordingly, the total number          
    of Units which can be issued pursuant to the Assignment and Unit          
    Subscription is estimated to be approximately 4,900.                      
                                                                              
    The Directors confirmed that the consideration was determined             
    at arm's length negotiations and on normal commercial terms with          
    reference to the issue price of Units to investors as stated              
    below.                                                                    
                                                                              
    Conditions:                                                               
                                                                              
    The completion of the Assignment and Unit Subscription Agreement          
    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      
    advances 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                
    Advances 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 Advances.                            
                                                                              
    (e)     All necessary approvals from the shareholders of the Company      
    in respect of the Assignment and Unit Subscription Agreements             
    shall have been obtained.                                                 
                                                                              
    (f)     The Company shall have issued an announcement in respect of       
    the Assignment and Unit Subscription Agreements pursuant to the           
    Listing Rules.                                                            
                                                                              
    (g)     Ascalade Inc. 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.                                             
                                                                              
    (h)     All necessary steps and proceedings as reasonably required        
    by the Group shall have been taken to permit the issuance of              
    the relevant Units to the Group.                                          
                                                                              
    (i)     Ascalade Inc. shall have executed and delivered to the Group      
    all documents, agreements or certificates as reasonably required          
    for the purpose of effecting the issuance of the relevant Units.          
                                                                              
    If any of the above conditions have not been fulfilled or waived          
    in writing by the Group or Ascalade Inc. (as the case may be)             
    prior to completion of the Assignment and Unit Subscription,              
    the Group or Ascalade Inc. (as the case may be) may rescind the           
    Assignment and Unit