09:20     CAPITAL STRAT<00497>-Announcement & Resumption of Trading(4)        

    the Agent        25,000,000                                               
                                                                              
                                                                              
    Total        100,000,000                                                  
                                                                              
                                                                              
    100,000,000 new Shares, represents approximately 26.08% of the            
    existing issued share capital of the Company, and approximately 20.65%    
    of the issued share capital of the Company as enlarged by the             
    Subscription and the Placing.                                             
                                                                              
    1.4        The Subscription Price                                         
                                                                              
    The Subscription Price of HK$1.08 per Share was arrived at after arm's    
    length negotiation between the Strategic Investors, the Agent and the     
    Company and after having consider the recent market price of the          
    Shares.                                                                   
                                                                              
    The Subscription Price represents:                                        
                                                                              
    (i)        a discount of approximately 17.6% to the closing price per     
    Share of HK$1.31 on 7 March 2005 (the last trading day prior to           
    suspension of trading in the Shares pending the release of this           
    announcement);                                                            
                                                                              
    (ii)        a discount of approximately 10.7% to the average closing      
    price per Share of approximately HK$1.21 as quoted on the Stock           
    Exchange for the last 5 trading days up to and including 7 March 2005;    
                                                                              
    (iii)        a discount of approximately 12.9% to the average closing     
    price per Share of approximately HK$1.24 as quoted on the Stock           
    Exchange for the last 10 trading days up to and including 7 March         
    2005; and                                                                 
                                                                              
    (iv)        a discount of approximately 44.0% to the unaudited            
    consolidated net asset value of approximately HK$1.93 per Share as at     
    30 September 2004 (the latest available published financials of the       
    Group).                                                                   
                                                                              
    After deducting the expenses relating to the Subscription and the         
    Placing (e.g. professional fees, printing and advertising cost) being     
    approximately HK$1.5 million, the estimated consideration receivable      
    by the Company on a per Share basis is approximately HK$1.065.            
                                                                              
    1.5        Conditions of the Subscription Agreements and the Placing      
    Agreement                                                                 
                                                                              
    The Subscription by the Strategic Investors and the Placing are           
    independent and are not inter-conditional. Completion of each of the      
    Subscription Agreements and the Placing Agreement is independently        
    conditional upon:                                                         
                                                                              
    (a)        the passing of the resolution(s) by the Shareholders at the    
    Special General Meeting to approve the entry into and performance of      
    the relevant agreements and the transactions contemplated thereunder      
    in the manner as required under the Listing Rules and the applicable      
    law;                                                                      
                                                                              
    (b)        all necessary consents and approval (including those           
    required by the relevant regulatory authority) in respect of the          
    relevant agreements and the respective transactions contemplated          
    thereunder required by the Company being obtained; and                    
                                                                              
    (c)        the Listing Committee of the Stock Exchange granting the       
    listing of, and permission to deal in, the 100,000,000 new Shares to      
    be issued pursuant to the relevant agreements (and such listing and       
    permission not subsequently being revoked prior to the delivery of        
    definitive share certificate(s) representing the 100,000,000 new          
    Shares).                                                                  
                                                                              
    An application will be made to the Listing Committee of the Stock         
    Exchange for the listing of, and permission to deal in, the               
    100,000,000 new Shares to be issued pursuant to the Subscription          
    Agreements and the Placing Agreement.                                     
                                                                              
    1.6        Ranking of the new Shares                                      
                                                                              
    The 100,000,000 new Shares, when issued and fully paid, will rank pari    
    passu with the existing Shares in issue as at the date of issue of the    
    new Shares.                                                               
                                                                              
    1.7        Completion of the Subscription and the Placing