10:13 HI SUN GROUP<00818> - Announcement (4) 2004 and 10 November 2004 respectively, are currently held in jointly controlled bank accounts and will be released to Turbo Speed on Completion. Principal terms of the : * The Convertible Preference Shares will rank in priority to any other class of Convertible shares in the capital of Turbo Speed to the return of an amount equal to the Preference Shares unpaid Preferred Dividend (as defined below) (if any) and the aggregate initial subscription price of the Convertible Preference Shares and thereafter with no entitlement to the return of capital on winding up of Turbo Speed or otherwise. * Holders of the Convertible Preference Shares together will be entitled to a fixed cumulative preferred dividend equal to HK$624,000 (the "Preferred Dividend") (being the HK dollar equivalent of 2% of the initial subscription amounts) for each financial year of Turbo Speed, assuming no conversion of those Convertible Preference Shares. * Holders of the Convertible Preference Shares shall be entitled to participate in part of dividends (the "Ordinary Dividend") declared and payable by Turbo Speed (after the Preferred Dividend), calculated by applying an agreed formula so that the aggregate of the Preferred Dividend and Ordinary Dividend to the holders of the Convertible Preference Shares will be equal initially to 16% (on an annual basis) of the total dividends payable by Turbo Speed, assuming no conversion of those Convertible Preference Shares (Note). Note: In the event when there has been a Conversion of the Convertible Preference Shares, the initial percentage of 16% will be adjusted downward to the percentage of the total number of the Convertible Preference Shares after the Conversion divided by the total number of the Turbo Speed Shares then in issue. * Holders of the Convertible Preference Shares will be entitled to convert at a minimum value of US$500,000 (approximately HK$3.9 million) or integral multiples thereof at any time from the date of Completion for a period of 24 months into the Shares at a conversion price of HK$1.2 per Share, subject to adjustment as set out below:- 1. on consolidation or sub-division of the Shares; 2. if, at any time prior to 31 December 2005, the Company shall issue any shares (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) at a price ("Alternative Price") which is lower than the then prevailing conversion price of the Convertible Preference Shares, then any holder of the Convertible Preference Shares shall be entitled to convert the Convertible Preference Shares into the Shares at the Alternative Price for a period of 20 Business Days after the holder of the Convertible Preference Shares is notified of the issue (Note 1); and 3. on issues of Shares by way of bonus or rights if the issue price is less than 90% of the market price of the Shares at the date of the announcement of the terms of the offer, to take into account the Market participants are requested to note that dealings in the 2005 European Style (Cash Settlement) Call Warrants relating to existing issued ordinary H shares of RMB1.00 each of Ping An Insurance (Group) Company of China, Ltd. issued by SGA Societe Generale Acceptance N.V. (stock code: 4529) will cease after the close of business on Monday, 21/03/2005 and listing of which will be withdrawn after the close of business on Tuesday, 29/03/2005.