12:31     HKR INT'L<00480> - Announcement & Resumption of Trading (8)         

                                   the members of the Company's               
                                   board of directors or other                
                                   governing body, whether                    
                                   obtained directly or                       
                                   indirectly, and whether                    
                                   obtained by ownership of                   
                                   share capital, the possession              
                                   of voting rights, contract or              
                                   otherwise                                  
    Conversion Price               the price per Share at which               
                                   the Bonds may be converted                 
                                   into Shares which will                     
                                   initially be HK$6.50, and                  
                                   which will be adjusted from                
                                   time to time in accordance                 
                                   with the terms and conditions              
                                   of the Bonds                               
    Conversion Ratio               the principal amount of each               
                                   Bond divided by the then                   
                                   Conversion Price                           
    Conversion Right               the right of a Bondholder to               
                                   convert any Bond into Shares               
    Conversion Shares              Shares to be allotted and                  
                                   issued by the Company upon                 
                                   conversion of the Bonds                    
    Directors                      directors of the Company                   
    Early Redemption Amount        in relation to a Bond means,               
                                   for each HK$10,000 principal               
                                   amount of the Bonds, is                    
                                   determined so that it                      
                                   represents for the Bondholder              
                                   a gross yield of 5.15% per                 
                                   annum calculated on a                      
                                   semi-annual basis.                         
    Firm Bonds                     the Zero Coupon Convertible                
                                   Bonds due 2010 of an initial               
                                   aggregate principal amount of              
                                   HK$1,100,000,000                           
    Group                          the Company and its                        
                                   subsidiaries                               
    HK$                            Hong Kong dollars, the lawful              
                                   currency of Hong Kong                      
    Hong Kong                      the Hong Kong Special                      
                                   Administrative Region of the               
                                   People's Republic of China                 
    Lead Manager                   J.P. Morgan Securities Ltd.                
    Listing Rules                  the Rules Governing the                    
                                   Listing of Securities on the               
                                   Stock Exchange                             
    Maturity Date                  the date (expected to be on                
                                   or before 26 April 2010, or                
                                   such other date as the                     
                                   Company and the Lead Manager               
                                   may agree) on which the Bonds              
                                   mature                                     
    Offering Circular              the offering circular to be                
                                   issued in connection with the              
                                   issue and offering of the                  
                                   Bonds                                      
    Option                         an option granted by the                   
                                   Company to the Lead Manager                
                                   to subscribe or procure                    
                                   subscribers for all or any of              
                                   the Optional Bonds,                        
                                   exercisable on or before the               
                                   thirtieth day following the                
                                   Closing Date                               
    Optional Bonds                 the additional Zero Coupon                 
                                   Convertible Bonds due 2010                 
                                   with an aggregate principal                
                                   amount up to HK$310,000,000                
                                   to be subscribed by the Lead               
                                   Manager or investors procured              
                                   by the Lead Manager at the                 
                                   election of the Lead Manager               
    Option Closing Date            the date on which the                      
                                   Optional Bonds are to be                   
                                   issued                                     
    PRC                            People's Republic of China                 
    Put Option Date                26 April 2008                              
    Share(s)                       ordinary shares of HK$0.25                 
                                   each in the share capital of               
                                   the Company                                
    Shareholder(s)                 holder(s) of Shares                        
    Stock Exchange                 The Stock Exchange of Hong                 
                                   Kong Limited                               
    Subscription Agreement         a conditional subscription                 
                                   agreement entered into                     
                                   between the Company and the                
                                   Lead Manager on 29 March 2005              
                                   in connection with the issue               
                                   by the Company of the Firm                 
                                   Bonds with an aggregate                    
                                   principal amount of