09:44     STONE HOLDINGS<00409> - Announcement (4)                            

    In the event that the 2005 Audited Profit is less than                    
    US$8,100,000, after adjustment (if any), the interest                     
    of Gotech and Richland in Cayman MTY should be                            
    adjusted by way of issue of new Preference Shares as                      
    follows:                                                                  
                                                                              
    *       percentage equity interest of Gotech in Cayman MTY                
    = US$19,200,000/(2005 Audited Profit x                                    
    US$48,000,000/2005 Guaranteed Profit);                                    
                                                                              
    *       percentage equity interest of Richland in Cayman                  
    MTY = US$16,800,000/(2005 Audited Profit x                                
    US$48,000,000/2005 Guaranteed Profit)                                     
                                                                              
    Such adjustment mechanism is based on the valuation                       
    of Cayman MTY of US$48,000,000, representing                              
    approximately 5.93 times the 2005 Guaranteed Profit                       
    of US$8,100,000, which is the same basis of valuation                     
    for determining the Gotech Consideration and the                          
    Richland Consideration.                                                   
                                                                              
    For the 2006 Guaranteed Profit:                                           
    The Vendor and Mr. Chen guarantee that:                                   
                                                                              
    (i)     the 2006 Audited Profit of Cayman MTY is not less                 
    than US$8,100,000; and                                                    
                                                                              
    (ii)    the turnover derived from Beijing MTY's LBS/GPS                   
    business for the year ending 31 December 2006 is not                      
    less than 40% of the total consolidated turnover of                       
    Beijing MTY and its subsidiaries as appeared on the                       
    audited accounts of Cayman MTY for the year ending                        
    31 December 2006.                                                         
                                                                              
    In the event that the turnover of Beijing MTY's                           
    LBS/GPS business for the year ending 31 December 2006                     
    is less than 40% of the total consolidated turnover                       
    of Beijing MTY for the year ending 31 December 2006,                      
    the 2006 Guaranteed Profit should be adjusted as                          
    follows:                                                                  
                                                                              
    *       2006 Guaranteed Profit = US$8,100,000 x (1 + X)                   
                                                                              
    where X = 40% - (turnover of Beijing MTY's LBS/GPS                        
    business for the year ending 31 December 2006/total                       
    turnover of Beijing MTY for the year ending 31                            
    December 2006)                                                            
                                                                              
    In the event that the 2006 Audited Profit is less than                    
    the abovementioned guarantee amount, the interest of                      
    Gotech and Richland in Cayman MTY should be adjusted                      
    by way of issue of new Preference Shares as follows:                      
                                                                              
    *       percentage interest of Gotech in Cayman MTY =                     
    US$19,200,000/(2006 Audited Profit x                                      
    US$48,000,000/2006 Guaranteed Profit);                                    
                                                                              
    *       percentage interest of Richland in Cayman MTY =                   
    US$16,800,000/(2006 Audited Profit x                                      
    US$48,000,000/2006 Guaranteed Profit)                                     
                                                                              
    In the event that the 2005 Audited Profit is                              
    US$13,500,000, Cayman MTY will grant an option to the                     
    Vendor which will bear the rights to subscribe for                        
    ordinary shares of Cayman MTY equivalent to 5% of the                     
    issued ordinary share capital of Cayman MTY as at 31                      
    December 2005. In the event that the 2005 Audited                         
    Profit exceeds US$13,500,000, on top of the                               
    abovementioned option, Cayman MTY will further grant                      
    an option to the Vendor which will bear the rights                        
    to subscribe for ordinary shares of Cayman MTY                            
    equivalent to 1% of the issued ordinary share capital                     
    of Cayman MTY as at 31 December 2005 for