09:46     KARCE INTL HOLD<01159>-Announcement&Resumption of Trading-9         

    "Ascalade Communications"       Ascalade Communications Holdings          
    Limited, a limited company incorporated in the British Virgin             
    Islands and is a wholly owned subsidiary of Ascalade Inc.                 
                                                                              
    ":Ascalade Communications       Ascalade Communications and/or its        
    subsidiaries or any of them                                               
      Group"                                                                  
                                                                              
    "Ascalade Group"        Ascalade Inc. and/or its subsidiaries or any      
    of them                                                                   
                                                                              
    "Ascalade Inc." Ascalade Communications Inc., a corporation               
    incorporated pursuant to the laws of the Province of British              
    Columbia and is an affiliated company of the Group pursuant to            
    which the Group is holding approximately 30.8% of its equity              
    interest before completion of the Agreements                              
                                                                              
    "Ascalade Inc. Shares"  fully paid common shares in the share             
    capital of Ascalade Inc.                                                  
                                                                              
    "Assignment and Share   the sale and assignment of Karce Loan by          
    the Group to Ascalade Inc. in consideration of                            
      Subscription" the allotment and issue of Ascalade Inc. Shares           
    in accordance with the terms and conditions of the Assignment             
    and Share Subscription Agreements                                         
                                                                              
    "Assignment and Share   referring to (1) the loan assignment              
    agreement dated 28th February, 2005 (Canadian time                        
      Subscription Agreements"      i.e. 1st March, 2005 Hong Kong time)      
    entered into between T&S, ACL, Ascalade Communications and                
    Ascalade Inc. and/or (2) the share subscription agreement dated           
    28th February, 2005 (Canadian time i.e. 1st March, 2005 Hong              
    Kong time) entered into between Dragon and Ascalade Inc. in               
    relation to the Assignment and Share Subscription                         
                                                                              
    "Assignment and Unit    the sale and assignment of Karce Advances         
    by the Group to Ascalade Inc. in consideration                            
      Subscription" of the issuance of Units in accordance with the           
    terms and conditions of the Assignment and Units Subscription             
    Agreements                                                                
                                                                              
    "Assignment and Unit    referring to (1) the advances assignment          
    agreement dated 28th February, 2005 (Canadian                             
      Subscription Agreements"      time i.e. 1st March, 2005 Hong Kong       
    time) entered into between T&S, ACL, Ascalade Communications              
    and Ascalade Inc. and/or (2) the unit subscription agreement              
    dated 28th February, 2005 (Canadian time i.e. 1st March, 2005             
    Hong Kong time) entered into between Dragon and Ascalade Inc.             
    in relation to the Assignment and Unit Subscription                       
                                                                              
    "Board''        the board of Directors                                    
                                                                              
    "Company''      Karce International Holdings Company Limited              
                                                                              
    "Convertible Debentures"        one unit consists of CAD 1,000            
    (approximately HK$ 6,300) principal amount of convertible                 
    subordinated debentures in Ascalade Inc.                                  
                                                                              
    "Directors''    the directors of the Company                              
                                                                              
    "Dragon"        Dragon Spirit Enterprise Limited, a limited company       
    incorporated in the British Virgin Islands and is an indirect             
    wholly owned subsidiary of the Company                                    
                                                                              
    "Group''        the Company and/or its subsidiaries or any of them        
                                                                              
    "Hong Kong"     the Hong Kong Special Administrative Region