10:13     HI SUN GROUP<00818> - Announcement (6)                              

    (e)     the approval of the Subscription Agreement and                    
    the transactions contemplated thereunder by the                           
    Shareholders (if required) in a manner as required                        
    under the Listing Rules; and                                              
                                                                              
    (f)     the amendment to the Memorandum of Association                    
    of Turbo Speed relating to the creation of the                            
    Convertible Preference Shares having been agreed by                       
    the parties.                                                              
                                                                              
    If any of the conditions above has not been fulfilled                     
    or waived (save that item (d), (e) and (f) above shall                    
    not be capable of being waived) in writing by the                         
    Subscribers on or prior to 30 April 2005 (or such later                   
    date as the Company, Turbo Speed and the Subscribers                      
    may agree in writing), then the Subscription                              
    Agreement shall terminate and none of the parties                         
    shall have any claim against the others for costs,                        
    damages, compensation or otherwise (save in respect                       
    of any prior breach of the Subscription Agreement).                       
                                                                              
    Undertakings in the     :       On Completion, the Company is             
    required to enter into the Shareholders Agreement                         
      Shareholders          which provides for the following:                 
      Agreement                                                               
    1.      If the audited net profit after taxation of Beijing               
    Hi-Sunsray (and its subsidiaries on a consolidated                        
    basis, if applicable) under the generally accepted                        
    accounting principles of Hong Kong for either the                         
    financial year ending 31 December 2005 or the                             
    financial year ending 31 December 2006 is less than                       
    RMB40 million (approximately HK$37.6 million)                             
    ("Profit Target") (Note 1), the Company is required                       
    to transfer to the Subscribers (pro rata to their                         
    initial equity interest in Turbo Speed) additional                        
    Turbo Speed Shares ("Additional Shares") equivalent                       
    to 2% interest in the equity capital of Turbo Speed                       
    by the transfer of the relevant number of ordinary                        
    shares in Turbo Speed at a nominal consideration of                       
    HK$1. The actual number of the Additional Shares will                     
    be determined based on the then equity capital of                         
    Turbo Speed which includes all outstanding Turbo                          
    Speed Shares and Convertible Preference Shares then                       
    in issue plus the Convertible Preference Shares which                     
    were in issue at the date of the Subscription                             
    Agreement and thereafter converted and less any Turbo                     
    Speed Shares issued after Completion at a price which                     
    is equal to or exceeds the Benchmark Price.                               
                                                                              
    2.      If at any time for so long as Comtel Development                  
    and/or Acme Partner is/are holding any shares of Turbo                    
    Speed, Turbo Speed issues further shares at a price                       
    per share below the Benchmark Price, each of Comtel                       
    Development and Acme Partner shall be entitled to                         
    subscribe within 25 Business Days immediately after                       
    such issue at par such number of ordinary shares of                       
    Turbo Speed which maintains their interest in Turbo                       
    Speed before such issue (but after taking into account                    
    the Subscribers' interest in the Convertible                              
    Preference Shares which they have by then converted                       
    or transferred). (Note 2)                                                 
                                                                              
    Moratorium      :       The Company has agreed and undertaken             
    to the Subscribers that it shall not issue any Shares                     
    prior to 30 April 2005 (otherwise than pursuant to                        
    the exercise of conversion rights under the                               
    Convertible Preference Shares and/or subscription                         
    rights attached to options or other securities                            
    already in issue before the date of the Subscription                      
    Agreement). (Note 3)