09:56     COMPASS PACIFIC<01188>-Announcement&Resumption of Trading-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 shall not constitute an offer to buy, or the            
    solicitation of an offer to sell or subscribe for, any securities or an   
    invitation to enter into an agreement to do any such things, nor is it    
    calculated to invite any offer to buy, sell or subscribe for any          
    securities.                                                               
                                                                              
                                                                              
    Compass Pacific Holdings Limited                                          
    (Incorporated in Bermuda with limited liability)                          
            (Stock code: 1188)                                                
                                                                              
    ACQUISITION OF APG                                                        
    VERY SUBSTANTIAL TRANSACTION                                              
    RESUMPTION OF TRADING IN THE SHARES                                       
                                                                              
    1st Acquisition                                                           
                                                                              
    The Purchaser, a wholly owned subsidiary of the Company, and APG entered  
    into the 1st Acquisition Agreement on 11 March 2005 whereby the           
    Purchaser has conditionally agreed to subscribe for the Subscription      
    Shares at approximately US$5,753,930 (equivalent approximately to         
    HK$44.88 million). The Subscription Shares represent approximately 48.5%  
    of the existing issued share capital of APG and approximately 32.66% of   
    the enlarged share capital of APG upon completion of the 1st              
    Acquisition. The consideration will be satisfied by setting off an        
    amount due by APG to the Purchaser under the Loan Agreement upon          
    completion of 1st Acquisition.                                            
                                                                              
    APG                                                                       
                                                                              
    APG is a company incorporated in the State of California, USA and is an   
    investment holding company. Through its subsidiaries, APG operates        
    dealerships in motor vehicles in the PRC and auto malls in Guangzhou,     
    the PRC, and undertakes property development business. For the year       
    ended 31 December 2004, the APG Group distributed 15 brands of passenger  
    cars (on a non-exclusive basis), including MG Rover, GM Buick,            
    Volkswagen, Ford and Audi and sold a total of 9,800 passenger cars.       
                                                                              
    The audited consolidated financial statements of APG are under            
    preparation and is expected to be finalized in April 2005, the relevant   
    audited figures will be included in the circular containing further       
    details of the Acquisitions to be despatched to the Shareholders for      
    consideration. For the purposes of the Acquisitions, the Group relied on  
    the unaudited financial statements of Ningbo Phoenix as the holding       
    companies of Ningbo Phoenix are mere holding companies and have no other  
    operations.                                                               
                                                                              
    As per the unaudited consolidated accounts of Ningbo Phoenix (being the   
    intermediate holding company for subsidiaries of APG) as at 31 December   
    2004, it has (i) a consolidated net asset of RMB$141 million (equivalent  
    to approximately HK$133 million); (ii) a consolidated profit before tax   
    and before minority interests of RMB$33.2 million (equivalent to          
    approximately HK$31.3 million); and (iii) a consolidated profit/(loss)    
    after tax and before minority interests of RMB$(1.7) million and          
    RMB$22.5 million (equivalent to approximately HK$(1.6) million and        
    HK$21.2 million) respectively).                                           
                                                                              
    The Group currently has a 23.82% interest in APG which it acquired in     
    March 2004 at US$2.75 million (equivalent to approximately HK$21.45       
    million). The Group's interest was increased from 6.5% to 23.82%          
    pursuant to capital reorganisation of APG in March 2005, no additional    
    capital contribution has been made by the Group in this regard.           
    Immediately after completion of the 1st Acquisition, the Group will hold  
    approximately 48.70% of the enlarged share capital of APG.                
                                                                              
    2nd Acquisition                                                           
                                                                              
    The Purchaser and the Vendors entered into the 2nd Acquisition            
    Agreements pursuant to which the Purchaser has conditionally agreed to    
    purchase the Sale Shares at US$17,589,496 (equivalent to                  
    HK$137,198,069). The Sale Shares represent 76.18% of the existing issued  
    share capital of APG and 51.3% of the issued capital of APG immediately   
    after completion of the 1st Acquisition. The consideration payable under  
    the 2nd Acquisition will be satisfied by the issue of the Consideration   
    Shares at the Issue Price (being the higher of HK$0.25 and the average    
    of the closing prices per Share as quoted on the Stock Exchange for 5     
    trading days prior to the SGM).                                           
                                                                              
    Based on the minimum Issue Price of HK$0.25 per Share, the number of