09:12 GOLD PEAK<00040> - Announcement & Resumption of Trading (2) Two according to the terms of the Loan Agreement. The aggregate amount to be received by Tarway Two from the Purchasers is therefore A$47.1 million (or approximately HK$289.9 million). The relationship between Gerard Corporation, Gerard family and the Group before the completion of the Transaction is represented by the following chart: THE SHARE PURCHASE AGREEMENTS AND THE LOAN AGREEMENT The following is a summary of the principal terms of the Share Purchase Agreements and the Loan Agreement: The Share Purchase Agreements Date March 7, 2005 Parties Vendor : Tarway Two, an indirect wholly-owned subsidiary of CIHL Purchasers : each of Gerard Products Pty Ltd, Gerard Plastics Pty Ltd and Mr. Robert Geoffrey GERARD Mr. Robert Geoffrey GERARD is a member of the GERARD family, Gerard Products Pty Ltd and Gerard Plastics Pty Ltd are beneficially owned by the GERARD family. Gerard Products Pty Ltd and Gerard Plastics Pty Ltd are investment holding companies. As GERARD family is a substantial shareholder (as defined in the Listing Rules) of CIHL which owns 17.5% interest in CIHL, the Purchasers are connected persons of the Company (as defined in the Listing Rules) and the transactions contemplated under the Share Purchase Agreements and the Loan Agreement are connected transactions for the Company under the Listing Rules. Assets being disposed An aggregate 21% equity interest in Gerard Corporation. Consideration The amount of A$25 million (or approximately HK$153.9 million) in cash, which is payable in the manner described in the paragraph headed "Loan Amount" below. The consideration was determined after arm's length negotiations and based on the unaudited net asset value of Gerard Corporation which, as at June 30, 2004, amounted to approximately A$118.9 million (or approximately HK$731.8 million) net of shareholders' loans. Tarway Two's Shareholder's Loan Before the Disposal, the capital structure of Gerard Corporation consisted of paid up share capital and shareholders' loans. These shareholders' loans were contributed by shareholders in proportion to their shareholdings. These shareholders' loans which essentially were equity in nature had no fixed repayment term and were non-interest bearing. After the Disposal, the Purchasers agreed to take up Tarway Two's proportionate shareholder loan in the sum of A$22.1 million (or approximately