09:58     COMPASS PACIFIC<01188>-Announcement&Resumption of Trading-6         

    COMPLETION OF THE ACQUISITIONS                                            
                                                                              
    Completion of the Acquisitions will take place within 5 business days     
    after all the conditions (other than simultaneous completion of the 1st   
    Acquisition and 2nd Acquisition) have either been fulfilled or waived.    
    If any of the conditions to Completion has not been fulfilled (or waived  
    by the Purchaser) by 10 June 2005 (or such later date as the parties may  
    agree in writing), the 1st Acquisition and the 2nd Acquisition will       
    lapse and all obligations and liabilities of all parties thereto will     
    cease except for any antecedent breaches.                                 
                                                                              
    SHAREHOLDING STRUCTURE BEFORE AND AFTER COMPLETION                        
                                                                              
    APG                                                                       
                                                                              
    As at the date hereof, the Group has a 23.82% shareholding in APG which   
    it acquired in March 2004 at US$2.75 million (equivalent to HK$21.45      
    million). Immediately after the completion of the Acquisitions, APG will  
    become a wholly owned subsidiary of the Group and the Group may nominate  
    such persons to the board of directors of APG as it determines.           
                                                                              
    The shareholding structure of APG (a) as at the date of this              
    announcement; (b) immediately after completion of the 1st Acquisition;    
    and (c) immediately after completion of the 1st and 2nd Acquisitions is   
    as follows:                                                               
                                                                              
                                               Number of                      
              Number of                                                       
                                            Class A                           
    Class A                                                                   
                                            common                            
    common                                                                    
            Number of                                stocks of                
                    stocks of                                                 
            Class A                                APG held                   
            APG held                                                          
            common                                immediately                 
                     immediately                                              
            stocks of                                after                    
            after                                                             
            APG held                 Approximate                completion    
    of                Approximate                completion of                
    Approximate                                                               
            as at the date                % of issued                1st      
    Acquisition                % of issued                1st Acquisition     
            % of issued                                                       
            of this                share capital                but before    
    the                share capital                and 2nd                   
    share capital                                                             
    Name        announcement                of APG                2nd         
    Acquisition                of APG                Acquisition              
    of APG                                                                    
                                                                              
    The Purchaser        17,467,108                23.82%                     
    17,467,108                16.038%                108,911,636              
    100%                                                                      
                                                                              
    The Purchaser                                        35,569,384           
    32.659%                                                                   
                                            (note 1)                          
                                                                              
    The Vendors        55,875,144                76.18%                       
    55,875,144                51.303%                0                0       
                                                                              
    Total:        73,342,252                100.00%                           
    108,911,636                100.000%                108,911,636            
    100%                                                                      
                                                                              
    The Company                                                               
                                                                              
    The shareholding structure of the Company (a) as the date of this         
    announcement and (b) immediately after Completion based on the minimum    
    Issue Price of HK$0.25 per Share is as follows:                           
                                                                              
            Number of                Number of                                
             Shares held as at        Approximate        Shares held          
    Approximate %                                                             
            the date of this        % of issued        immediately after      
    of issued                                                                 
    Name        announcement        Shares        Completion (note 3)         
    Shares (note 3)                                                           
                                                                              
    Sun East LLC (note 1)        945,456,600        49.88%                    
    945,456,600        38.68%                                                 
    Pure Shine Limited (note 2)        162,951,000        8.60%