09:59 COMPASS PACIFIC<01188>-Announcement&Resumption of Trading-11 "Listing Rules" the Rules Governing the Listing of Securities on the Stock Exchange "Loan Agreement" the loan agreement dated 20 September 2004 entered into between the Purchaser as lender and APG as the borrower with respect to a loan facility of US$5.6 million "Ningbo Phoenix" (English transliteration: Ningbo Phoenix Automobile Distribution and Services Co., Ltd), a company incorporated under the laws of the PRC with limited liability "PRC" The People's Republic of China "Purchaser" American Compass, Inc., a company incorporated in the State of California, the United States of America, a wholly owned subsidiary of the Company "RMB" Renminbi, the lawful currency of the PRC "Sale Shares" an aggregate of 55,872,144 Class A common stocks in the capital of APG representing 76.18% of its entire existing issued share capital to be purchased from the Vendors under the 2nd Acquisition Agreements "SGM" the special general meeting of the Company to be convened for the purpose of considering and, if thought fit, approving, among other things, the Acquisitions "Shareholders" shareholders of the Company "Share(s)" ordinary share(s) of HK$0.1 each in the share capital of the Company "Star Western" Star Western Holdings LLC, a company incorporated under the laws of the State of Delaware, the United States of America, a wholly-owned subsidiary of APG; "Stock Exchange" The Stock Exchange of Hong Kong Limited "Subscription Shares" 35,569,384 new Class A common stocks the share capital of APG subscribed by the Purchaser under the 1st Acquisition Agreement "US$" the lawful currency of the United States of America "Vendors" 37 individuals and two limited liability companies, the legal and beneficial owners of the Sale Shares The exchange rates adopted for the purposes of this announcement are: US$1 to HK$7.8 and HK$1 to RMB1.06. By order of the board of Compass Pacific Holdings Limited Law Wing Tak, Jack Director Hong Kong, 18 March 2005