10:11     HI SUN GROUP<00818> - Announcement (1)                              

    The Stock Exchange of Hong Kong Limited takes no                          
    responsibility for the contents of this announcement,                     
    makes no representation as to its accuracy or                             
    completeness and expressly disclaims any liability                        
    whatsoever for any loss howsoever arising from or in                      
    reliance upon the whole or any part of the contents                       
    of this announcement.                                                     
                                                                              
    This announcement appears for information purposes                        
    only and does not constitute an offer of, nor is it                       
    intended to invite offers for, the securities in Hi                       
    Sun Group Limited.                                                        
                                                                              
    HI SUN GROUP LIMITED                                                      
    *                                                                         
    (incorporated in Bermuda with limited liability)                          
    (Stock Code: 818)                                                         
                                                                              
    MAJOR TRANSACTION                                                         
    ISSUE OF CONVERTIBLE PREFERENCE SHARES BY A                               
    SUBSIDIARY                                                                
    AND                                                                       
    ADOPTION OF EMPLOYEE INCENTIVE SCHEME BY A SUBSIDIARY                     
                                                                              
    Financial adviser                                                         
                                                                              
                                                                              
    TAI FOOK CAPITAL LIMITED                                                  
                                                                              
    As announced by the Company on 11 November 2004, on                       
    9 November 2004, Turbo Speed, a wholly owned                              
    subsidiary of the Company, entered into the                               
    Subscription Agreement with the Subscribers in                            
    relation to the subscription by the Subscribers of                        
    the Convertible Preference Shares at a total                              
    subscription price of US$4 million (approximately                         
    HK$31.2 million). The Convertible Preference Shares                       
    represent approximately 19.1% of the existing total                       
    number of issued shares of Turbo Speed and                                
    approximately 16.0% of the total number of issued                         
    shares of Turbo Speed as enlarged by the Subscription.                    
    Given that Turbo Speed is a major subsidiary of the                       
    Company and the Subscription will result in a material                    
    dilution of the Company's interest in Turbo Speed                         
    under Rule 13.36(1)(a)(ii) of the Listing Rules, the                      
    Subscription is subject to approval of the                                
    Shareholders at a general meeting. The Company                            
    announced that a general meeting will be convened for                     
    the purpose of considering and, if thought fit,                           
    approving the Subscription and the issue of the                           
    Conversion Shares. As set out in the Announcement and                     
    the Circular, the Company intended to issue the                           
    Conversion Shares under the General Mandate. However,                     
    to allow greater flexibility to the Company given that                    
    under the terms of the Subscription Agreement, the                        
    number of Conversion Shares may exceed the maximum                        
    limit of the number of Shares issuable under the                          
    General Mandate, the Board decided to seek the                            
    Shareholders' approval for the issue of the                               
    Conversion Shares. This announcement sets out                             
    information relating to the Subscription and the                          
    issue of the Conversion Shares (including and in                          
    addition to those set out in the Circular).                               
                                                                              
    Also, the Board intends Turbo Speed to adopt the                          
    Employee Incentive Scheme.                                                
                                                                              
    The Subscription, which represents a deemed disposal                      
    of the Company's interest in Turbo Speed, and the                         
    grant of the Option Shares, which represents a                            
    possible disposal of the Company's interest in Turbo                      
    Speed, when aggregated, constitutes a major                               
    transaction for the Company pursuant to the Listing