09:34 KERRY PPT<00683> - Announcement & Resumption of Trading (6) "Convertible Bond(s)" Hong Kong dollar-denominated convertible bond(s) to be issued by the Issuer and guaranteed by the Company pursuant to the Subscription Agreement "Directors" the directors of the Company "Early Redemption Amount" in relation to a Convertible Bond, for each HK$10,000 principal amount of the Convertible Bond, is the monetary amount which represents for the Bondholder a gross yield of 3.57% per annum calculated on a semi-annual basis "Group" the Company and its subsidiaries "HK$" the lawful currency of Hong Kong "Hong Kong" The Hong Kong Special Administrative Region of the PRC "Hong Kong Stock Exchange" The Stock Exchange of Hong Kong Limited "Investment Securities" any present or future indebtedness in the form of, or represented by, bonds, debentures, notes or other investment securities which are for the time being, or are intended to be or capable of being, quoted, listed or ordinarily dealt in or traded on any stock exchange or over-the-counter or other securities market having an original maturity of more than 365 days from its date of issue "Issuer" Wise Insight Finance Limited, a company incorporated in the British Virgin Islands and an indirect wholly-owned subsidiary of the Company "Listing Rules" the Rules Governing the Listing of Securities on the Hong Kong Stock Exchange "Manager" J.P. Morgan Securities Ltd. "PRC" the People's Republic of China, which for the purpose of this announcement excludes Hong Kong, the Macao Special Administrative Region of the PRC and Taiwan "Regulation S" Regulation S under the United States Securities Act of 1933, as amended "Security" any mortgage, charge, pledge, lien or other form of encumbrance or security interest other than liens arising by operation of law "Share(s)" ordinary share(s) of HK$1.00 each in the share capital of the Company "Share Option(s)" share options granted under the share option schemes of the Company adopted on 27 March 1997 and 17 April 2002, respectively, entitling the holders thereof to subscribe for Shares and details of which are set out in the 2003 annual report and accounts of the Company "Shareholder(s)" holders of Share(s) as recorded on the registers of members of the Company "Subscription Agreement" the subscription agreement dated 11 March 2005 and made between the Manager, the Company and the Issuer in connection with the issue of the Convertible Bonds "subsidiary" has the meaning ascribed to it in section 2(4) of the Companies Ordinance of Hong Kong (Chapter 32 of the Laws of Hong Kong) "Terms and the terms and conditions of the Convertible Bonds to appear C certificates evidencing the Convertible Bonds "United States" the United States of America, its territories and possessions, any or "US" state thereof, and the District of Columbia "US Persons" any persons or entities deemed to be a US person for purposes of Regulation S "%" per cent. By Order of the Board Ang Keng Lam Chairman Hong Kong, 11 March 2005