09:45     KARCE INTL HOLD<01159>-Announcement&Resumption of Trading-7         

    (a)     up to 3,134 Units which may be issued to certain members of       
    management of Ascalade Inc.;                                              
                                                                              
    (b)     11,866 Units issued to investors ; and                            
                                                                              
    (c)     warrants to purchase up to an aggregate of 830,620 Ascalade       
    Inc. Shares issued to sponsor and sub-underwriter.                        
                                                                              
    The Group does not intend to convert nor exercise any of the              
    Units to be acquired by it upon completion of the Assignment              
    and Unit Subscription Agreement ("Payment Units") into Ascalade           
    Inc. Shares until Public Listing Event has been completed and             
    it is expected that the Group will convert or exercise the Payment        
    Units at or around the same time as the investors will convert            
    or exercise their respective Units . Also, the Group does not             
    intend to convert nor exercise the Payment Units to the extent            
    that Ascalade Inc. will become its subsidiary. As at the date             
    of the Agreements, the aggregate number of Ascalade Inc. Shares           
    convertible or exercisable pursuant to the Payment Units                  
    (assuming a conversion price of CAD0.85 (approximately HK$ 5.36)          
    per Ascalade Inc. Share which may be subject to adjustment(s)             
    for the Convertible Debentures) is estimated to be approximately          
    6,299,000 (subject to adjustment(s)).                                     
                                                                              
    The total number of Ascalade Inc. Shares issuable pursuant to             
    the Transactions is estimated to be approximately 13,449,000              
    representing approximately 15.7% of the issued share capital              
    of Ascalade Inc. as enlarged by (a) the number of Ascalade Inc.           
    Shares issuable pursuant to completion of the Assignment and              
    Share Subscription; (b) the full conversion or exercise of the            
    Other Securities into Ascalade Inc. Shares and (c) the full               
    conversion or exercise of the Payment Units into Ascalade Inc.            
    Shares.                                                                   
                                                                              
    The shareholding interests of the Group in Ascalade Inc. are              
    summarized below:                                                         
                                                                              
                            Upon (a) completion                               
                            of the Assignment and                             
                            Share Subscription;                               
                            (b) full conversion or exercise                   
                            of the Other Securities into                      
                            Ascalade Inc. Shares by the                       
                            respective holders and (c)                        
                    Upon completion of      full conversion or exercise of the
            As at the date of       the Assignment and      Payment Units into
    Ascalade Inc.                                                             
            this announcement       Share Subscription      Shares by the     
    Group                                                                     
                                                                              
    The Group's shareholding        approximately 30.8%     approximately     
    39.1%   approximately 34.5%                                               
      interest in Ascalade Inc.                                               
                                                                              
    REASONS FOR AND BENEFITS OF THE TRANSACTIONS                              
                                                                              
    The Transactions are mainly to strengthen the balance sheet of            
    Ascalade Group so as to give Ascalade Group greater financial             
    flexibility to pursue additional capital in the future. If                
    additional funding can be obtained from investors, Ascalade               
    Group will have more resources and capital to develop its                 
    business, to strengthen its research and development and to               
    increase its engineering capacity.                                        
                                                                              
    The Group will disclose further details in the circular in                
    relation to the Transactions and/or further announcement(s) in            
    this regard as and when appropriate. Ascalade Group may or may            
    not be able to pursue such