09:57     COMPASS PACIFIC<01188>-Announcement&Resumption of Trading-4         

    (4)        The Company.                                                   
                                                                              
    To the best of the Directors' knowledge, information and belief having    
    made all reasonable enquiry by obtaining their written confirmations,     
    all the Vendors and in the case of the corporate Vendors, its ultimate    
    beneficial owner(s), are third parties independent of the Company and     
    connected persons of the Company.                                         
                                                                              
    To the best knowledge of the Directors, the Vendors are independent from  
    and not connected with each other.                                        
                                                                              
    Sale Shares                                                               
                                                                              
    The Sale Shares, being 55,872,144 Class A common stocks of APG,           
    represent (i) 76.18% of the existing entire issued capital of APG; and    
    (ii) 51.3% of the enlarged entire issued capital of APG after completion  
    of the 1st Acquisition.                                                   
                                                                              
    Consideration                                                             
                                                                              
    The consideration for the sale and purchase of the Sale Shares is         
    US$17,589,496 (equivalent to HK$137,198,069) and will be satisfied by     
    the allotment and issue, at the Issue Price, of the Consideration         
    Shares.                                                                   
                                                                              
    Based on the closing price of the Shares on 11 March 2005 (being the      
    last trading day of the Shares prior to the suspension of trading in the  
    Shares on the Stock Exchange before the date of this announcement) of     
    HK$0.247 per Share and based on the minimum Issue Price of HK$0.25, the   
    number of Consideration Shares will be approximately 548,792,263 and the  
    market value attached to the 2nd Acquisition (i.e. the market value of    
    the Consideration Shares) is approximately HK$135,551,689.                
                                                                              
    The Company will make a further announcement to inform the Shareholders   
    the number of Consideration Shares to be issued and the effect of         
    shareholding in relation thereto in the event that the Issue Price is     
    higher than HK$0.25.                                                      
                                                                              
    Based on the minimum Issue Price of HK$0.25 per Consideration Share:      
                                                                              
    (i)        the Consideration Shares represent approximately 28.95% of     
    the existing issued share capital of the Company and approximately        
    22.45% of the enlarged issued share capital of the Company immediately    
    following Completion; and                                                 
                                                                              
    (ii)        the number of Consideration Shares to be allotted and issued  
    to the Vendors ranges from 280,735 Shares to 69,901,966 Shares,           
    representing 0.011% and 2.860% of the enlarged issued share capital of    
    the Company respectively.                                                 
                                                                              
    The consideration under the 2nd Acquisition and the Issue Price have      
    been determined after arm's length negotiations with reference to the     
    payment method under the 2nd Acquisition, market and financial position   
    and prospects of the APG Group (as set out in the paragraph headed        
    "Reasons for the Acquisitions" below). The Directors consider that the    
    terms of the 2nd Acquisition Agreement and the Issue Price, being a       
    premium of 51% of the unaudited consolidated net assets value of Ningbo   
    Phoenix as at 31 December 2004 to be fair and reasonable and in the       
    interest of the Company and the Shareholders as a whole.                  
                                                                              
    In considering the consideration payable for the Acquisitions, the        
    Directors have taken into account that (i) the consideration under the    
    2nd Acquisition would be satisfied by the issue of Consideration Shares   
    at a premium referred to in the section headed "Issue Price" below and    
    that (i) the minimum Issue Price of HK$0.25 per Share represents a        
    220.51% premium over the audited consolidated net asset value of the      
    Group of HK$0.078 per Share and (ii) the audited net loss per Share for   
    the year ended 31 December 2003 is HK$0.0392.                             
                                                                              
    The Directors also considered the difference of the subscription price    
    of approximately US$0.16177 (equivalent approximately to HK$1.26178) per  
    Subscription Share under the 1st Acquisition and the purchase price of    
    US$0.3418 per Sale Share under the 2nd Acquisition is fair and            
    reasonable as the latter represents a premium of obtaining control of     
    APG and the fact that the same is to be paid by the issue of              
    Consideration Shares.                                                     
                                                                              
    The total consideration paid by the Purchaser for the Acquisitions,       
    being US$23,343,426 (equivalent to approximately HK$182,078,723)          
    represents a premium of 36.8% of the unaudited consolidated net asset     
    value of Ningbo Phoenix as at 31 December 2004. The Directors considered  
    that the total consideration payable for the Acquisitions to be fair and  
    reasonable and in the interest of the Company and the Shareholders as a   
    whole with reference to the payment methods under the Acquisitions,       
    market and financial position and prospects of the APG Group and the