09:37     CITIC PACIFIC<00267> - Announcement (3)                             

    Purchaser.                                                                
                                                                              
    If the above conditions are not fulfilled (or waived                      
    by the Purchaser) within 12 months from the date of                       
    the Acquisition Agreement (or such later date as may                      
    be agreed between the Purchaser and the Vendor), the                      
    Acquisition Agreement may be terminated by either                         
    party without any liability to the other party.                           
                                                                              
    Completion of the Acquisition Agreement will take                         
    place on the tenth Business Day after fulfillment (or                     
    waiver by the Purchaser) of the above conditions.                         
                                                                              
    INFORMATION ON THE JV COMPANY                                             
    After signing the Acquisition Agreement, the                              
    Purchaser and Wal-Mart China (the other shareholder                       
    of the JV Company) will enter into the Amendment to                       
    JV Contract and the Amendment to JV Articles to                           
    convert the JV Company from a sino-foreign equity                         
    joint venture enterprise into a wholly foreign owned                      
    enterprise prior to the completion of the Acquisition.                    
    The said conversion will not affect the capital                           
    structure of the JV Company nor require any                               
    contribution to the registered capital of the JV                          
    Company. As set out above, completion of the                              
    Acquisition will be conditional upon, among other                         
    things, obtaining all the necessary approvals from                        
    the relevant PRC authorities. The principal terms of                      
    the joint venture contract and the articles of                            
    association of the JV Company as amended by the                           
    aforesaid amendments are as follows:-                                     
                                                                              
    Business of the JV Company      :       hypermarket                       
    business (including agency and consignment sale and                       
    warehouse membership sale)                                                
                                                                              
    Registered capital      :       US$9,700,000 (owned as to 35%,            
    i.e. US$3,395,000, by the Purchaser and as to 65%,                        
    i.e. US$6,305,000, by Wal-Mart China)                                     
                                                                              
    Total investment        :       US$23,000,000. It is agreed that          
    any further funding need of the JV Company will be                        
    satisfied by methods to be agreed by the parties,                         
    including bank financing to be obtained by the JV                         
    Company or loans from the shareholders.                                   
                                                                              
    Right of Pre-emption    :       In the event either of the                
    Purchaser or Wal-Mart China wishes to transfer part                       
    of or the whole of its equity interest in the JV Company                  
    to a third party, the other party shall have a                            
    pre-emptive right to purchase such equity interest                        
    on the same term as those offered to such third party.                    
                                                                              
    Management      :       The board of directors of the JV                  
    Company comprises 9 directors. 3 directors shall be                       
    appointed by the Purchaser and 6 directors shall be                       
    appointed by Wal-Mart China. The Chairman shall be                        
    appointed by Wal-Mart China.                                              
                                                                              
    Term    :       The term of the JV Company is 30 years                    
    commencing on 15 October 2003. No less than 6 months                      
    before the expiration of the term, with the unanimous                     
    consent of the parties, the board of the JV Company                       
    may apply to the relevant PRC authorities for an                          
    extension of the term of the JV Company.                                  
                                                                              
    REASONS AND BENEFIT OF ACQUISITION OF THE JV COMPANY                      
    The Company's long term objective remains to develop                      
    a large diversified business including distribution                       
    of consumer products. The acquisition of interest in                      
    the JV Company represents a good opportunity for the                      
    Company to expand its marketing