10:16 KAMBOAT<00318> - Announcement & Resumption (12) Hong Kong "SFC" Securities and Futures Commission "SGM" the special general meeting of the Company to be held to consider and approve the Subscription, the Whitewash Waiver, the Capital Reorganisation, and such other matters as may be covered at such meeting "Share(s)" share(s) of HK$0.25 each in the capital of the Company, or, where the context requires, share(s) of HK$0.001 each in the capital of the Company after the Capital Reorganisation "Shareholder(s)" the holder(s) of the Share(s) "Stock Exchange" the Stock Exchange of Hong Kong Limited "Subscribers" Vongroup Holdings and Capital Beijing, and "Subscriber" shall mean any one of them "Subscription" subscription of the Subscription Shares at a subscription price equal to HK$0.01 each on the terms and subject to the conditions under the Subscription Agreement "Subscription Shares" 5,400,000,000 new Shares of nominal value HK$0.001 each "Subscription Agreement" the Subscription Agreement dated as of 28 February 2005 among the Company and the Subscribers in relation to the subscription of 5,400 million shares of HK$0.001 nominal value each in the capital of the Company "Takeovers Code" The Hong Kong Code on Takeovers and Mergers "Vongroup Holdings" Vongroup Holdings Limited, a company incorporated in the British Virgin Islands "Whitewash Waiver" A waiver from the obligation to extend a mandatory general offer under the Takeovers Code pursuant to Note 1 on dispensations from Rule 26 of the Takeovers Code to be sought from the Executive By Order of the Board By Order of the Board By Order of the Board KAMBOAT GROUP VONGROUP CAPITAL BEIJING COMPANY LIMITED HOLDINGS LIMITED HOLDINGS LIMITED Wong Chi Man Vong Tat Ieong David Zeng Shuying Chairman Chairman Chairman Hong Kong, 21 March 2005 As at the date of this announcement, the Company's Board comprises nine Directors. The executive directors are Mr. Wong Chi Man (Chairman and Managing Director), Mr. Wong See Sum, J.P. (Vice Chairman), Ms. Wong Lan Fun Roberta, Mr. Wong Chi Wing, Tenny, Ms. Ng Suk Bing, Mclanly, the Non-Executive Director is Mr. Tam Fook Yee, and the Independent Non-Executive Directors are Mr. Lee Man Youn Montareal, Mr. Chan Kam Fai, Robert and Mr. Cheung Man Yau, Timothy. The Company's Directors jointly and severally accept full responsibility for the accuracy of the information contained in this announcement (other than information relating to the Subscribers) and confirm, having made all reasonable enquiries, that