09:19 CAPITAL STRAT<00497>-Announcement & Resumption of Trading(3) into between the Agent and the Company is on a best-efforts basis and that the Agent will procure no less than three subscribers to subscribe 25,000,000 new Shares. The Company undertakes to make further announcement as soon as practicable once the subscribers under the Placing Agreement have been identified and, in any event, prior to the dispatch of the circular to the Shareholders with regard to the Subscription and the Placing. 1.1 Date 8 March 2005 1.2 Parties 1.2.1 With regard to the Strategic Investors (a) The Company as the issuer; and (b) Eisner, New Oval and Calveston respectively as the Strategic Investors. 1.2.2 With regard to the Agent (a) The Company as the issuer; and (b) The Agent. 1.2.3 Description about the Strategic Investors and the Agent Eisner is a company wholly and beneficially owned by Mr. Li Tzar Kai, Richard. Mr. Li, is the Chairman of PCCW Limited, the Chairman and Chief Executive of the Pacific Century Group and the Chairman of Pacific Century Premium Developments Limited and the Singapore-based Pacific Century Regional Developments Limited. Eisner is an investment holding company. New Oval, is an indirect wholly-owned subsidiary of ITC. New Oval is an investment holding company. Calveston is a company wholly and beneficially owned by Mr. Yuen Tin Fan, Francis and his spouse. Mr. Yuen is the Chairman of Pacific Century Insurance Holdings Limited, the Deputy Chairman of the Pacific Century Group and a Deputy Chairman of PCCW Limited. Calveston is an investment holding company. To the best of the Directors' knowledge, information and belief, and after having made all reasonable enquiry, each of the Strategic Investors is an independent third party to the Company, is not a connected person of the Company and is not connected with the directors, chief executive, substantial shareholder of the Company, or its subsidiaries and their respective associates, or their respective connected persons. The Agent is not a connected person of the Company and is independent of and not connected with the directors, chief executive, substantial shareholder of the Company, or its subsidiaries and their respective associates, or their respective connected persons. The Agent will use reasonable endeavours to place the new Shares to the subscribers (and their respective ultimate beneficial owners) who will not be connected persons of the Company and will be independent of and not connected with the Strategic Investors or the directors, the chief executive or the substantial shareholders of the Company or its subsidiaries and/or their respective associates and its respective connected persons. The Directors expect that (i) no new substantial shareholder will be introduced to the Company and (ii) no new Director will be introduced to the Board as a result of the Subscription and the Placing. 1.3 The new Shares Set out below are the number of new Shares to be subscribed by the Strategic Investors and the subscribers to be procured by the Agent respectively. Name of the subscribers Number of new Shares the Strategic Investors: Eisner 25,000,000 New Oval 40,000,000 Calveston 10,000,000