10:17 HI SUN GROUP<00818> - Announcement (12) Incentive Scheme and the maximum number of Option Shares which may be granted to any director of the Turbo Speed Group) may be altered by a resolution of the Committee but no alteration may adversely affect the rights of Selected Employees under Options already granted except (i) with consent of the relevant Selected Employees in writing; or (ii) with the sanction of a special resolution passed at a meeting of the Selected Employees. In addition, any alteration to the purchase price such that it is less than HK$1.922 per share will have to be approved by the shareholders of Turbo Speed in general meeting. In any event, any alteration of the principal terms of the Employee Incentive Scheme (including those as disclosed in this announcement) will be subject to Shareholders' approval and full compliance with any other applicable Listing Rules by the Company. Notes: 1. The members of the Committee will be constituted by members of the Board (including independent non-executive Directors). 2. In the event that the Turbo Speed Shares will be offered to an Employee who is also a connected person (as defined in the Listing Rules) of the Company, the Company will ensure such offer to be made in full compliance with Chapter 14A of the Listing Rules. 3. The Directors do not have any definite plan to seek for the listing of the Turbo Speed Group at present. However, the Directors do not rule out the possibility of pursuing such exercise when appropriate circumstances arise. The initial purchase price of HK$1.922 per Scheme Share represents a premium of approximately HK$2.279 per Turbo Speed Share over the unaudited consolidated net liabilities of HK$0.357 per Turbo Speed Share as at 30 September 2004. Exercise of Options offered to Employees depends on the performance of Turbo Speed and Options granted may or may not be exercised. The transfer of the Scheme Shares to the Selected Employees will result in a disposal of the equity interest in Turbo Speed by the Company. The gain or loss arising from such disposal depends on the net assets per Scheme Share as at the time of the purchase of the Option Shares. For illustrative purposes, based on the unaudited net assets of Turbo Speed as at 30 September 2004 and the initial purchase price per Scheme Share of HK$1.922, the Company is expected to record a gain of approximately HK$11 million assuming all the Scheme Shares are granted to and purchased by the Selected Employees, which gain is subject to adjustment and review by the auditors of the Company and on this basis, the net asset value of the Group is expected to increase. The net proceeds from the disposal of the Scheme Shares will be used for the working capital of the Group. The Directors consider that the terms of the Employee Incentive Scheme are fair and reasonable and in the interests of the Shareholders as a whole. As at the date of this announcement, the Company owns the entire issued share capital of Turbo Speed. Following completion of the Subscription, the