10:27     ZIDA TECH<00859> - Announcement & Resumption (3)                    

    approximately HK$0.301 per Share as quoted on the Stock Exchange          
    for the last 10 consecutive trading days prior to the suspension          
    of the trading in the Shares on 24 March 2005.                            
                                                                              
    Conditions:     Completion of the S&P Agreement is conditional upon       
    the following conditions being fulfilled:                                 
                                                                              
    (i)     the Shares remaining listed and traded on the Main Board of       
    the Stock Exchange at all times from the date of the S&P Agreement        
    up to (and including) the date of Completion, save for any                
    temporary suspension not exceeding ten consecutive business days          
    (excluding Saturdays), or such longer period as may be required           
    by the SFC or the Stock Exchange in connection with the review            
    and approval of the documents relating to the Offers by the SFC           
    or the Stock Exchange prior to their release or publication,              
    and no indication being received prior to Completion from the             
    SFC or the Stock Exchange to the effect that the listing of the           
    Shares on the Main Board of the Stock Exchange shall or may be            
    withdrawn or objected to;                                                 
                                                                              
    (ii)    (where applicable) the passing of the necessary                   
    resolutions by the shareholders of the Vendors to approve the             
    terms of and the transactions contemplated under the S&P                  
    Agreement and the implementation thereof;                                 
                                                                              
    (iii)   no indication being received that any necessary waivers,          
    consents and approvals (if required) from the relevant                    
    governmental or regulatory authorities in Hong Kong, Bermuda,             
    the PRC for the implementation of the transaction contemplated            
    under the S&P Agreement not having been obtained;                         
                                                                              
    (iv)    no petition for the winding up of any member of the Group         
    being presented or analogous proceedings being taken against              
    any member of the Group, and no demand is made by any banking             
    and/or financial creditor of the Company for payment under any            
    of the existing guarantees given by the Company in favour of              
    such creditor and such demand is not withdrawn, the effect of             
    which is such that the listing of the Shares on the Main Board            
    of the Stock Exchange shall be withdrawn; and                             
                                                                              
    (v)     the conduct of a due diligence investigation covering, among      
    other things, the business, affairs, operations, assets,                  
    financial condition, prospects and records of the Group by the            
    Offeror, and the results of such due diligence investigation              
    not indicating any material hidden actual or contingent                   
    liabilities.                                                              
                                                                              
    The Offeror shall have the right to waive any or all of the               
    conditions specified in the S&P Agreement. If any of the                  
    conditions of the S&P Agreement has not been fulfilled (or waived         
    by the Offeror) on or before 5:00 p.m. on 11 April 2005 (or such          
    later date as the Vendors and the Offeror may agree in writing),          
    the S&P Agreement shall terminate and be null and void and of             
    no further effect and no party to the S&P Agreement shall have            
    any liability to any other party save in respect of any prior             
    breaches of the terms of the S&P Agreement which result in the            
    conditions not being fulfilled. In the event of termination of            
    the S&P Agreement for cause, the deposit shall be returned to             
    the Offeror in full. However, the deposit shall be forfeited              
    by the Vendors if any condition mentioned above is not fulfilled          
    or if the Completion cannot take place, due to the action or              
    omission or default on the part of the Offeror.                           
                                                                              
    Completion:     Completion shall take place on 11 April 2005 after        
    satisfaction or waiver of all the conditions of the S&P                   
    Agreement.                                                                
                                                                              
    SHAREHOLDING STRUCTURE