11:07     TAI FOOK SEC<00665> - Announcement (2)                              

    master agreements (containing the same respective terms and               
    conditions) with CTFE and Mr. Lo respectively both dated 1 April          
    2005 and for a fixed term commencing from 1 April 2005 up to              
    31 December 2007.                                                         
                                                                              
    The provision of financial advisory services and placing,                 
    underwriting and sub-underwriting services to the Connected               
    Clients by the relevant members of the Group constitutes                  
    non-exempt continuing connected transactions under the Listing            
    Rules since the applicable percentage ratios, on an annual basis,         
    exceed 2.5%, and are therefore subject to the reporting,                  
    announcement and annual review requirements and the approval              
    by the Independent Shareholders by poll at the SGM under the              
    Listing Rules.                                                            
                                                                              
    Key terms of the Master Agreements                                        
                                                                              
    Date: 1 April 2005                                                        
                                                                              
    (1)     Parties:        the Company                                       
                                                                              
            CTFE                                                              
                                                                              
    (2)     Parties:        the Company                                       
                                                                              
            Mr. Lo                                                            
                                                                              
    Duration:       commencing from 1 April 2005 up to 31 December 2007       
    (both days inclusive)                                                     
                                                                              
    Nature of       provision of corporate financial advisory services        
    to the                                                                    
      transaction:  Connected Clients, including but not limited to,          
    giving advice concerning compliance with the Listing Rules and            
    the Codes on Takeovers and Mergers and Share Repurchases, the             
    offering of securities and corporate restructuring; and advising          
    on securities, dealing in securities and leveraged foreign                
    exchange trading, including but not limited to, acting as placing         
    agent, underwriter or sub-underwriter for the Connected Clients.          
                                                                              
    Terms:  on normal commercial terms and at rates no less favourable        
    to the relevant members of the Group than rates at which the              
    relevant members of the Group charge other Independent Third              
    Parties for the relevant services. Detailed payment terms will            
    be specified in the individual contracts governing the                    
    particular transactions.                                                  
                                                                              
    ANNUAL CAPS                                                               
                                                                              
    On the one hand, transactions pursuant to the Master Agreements           
    will entitle the Group to receive income in the form of advisory          
    fees, placing commission, and underwriting and sub-underwriting           
    commission. On the other hand, in respect of those transactions           
    where the Group acts as underwriter or sub-underwriter for the            
    Connected Clients, the Group will have the commitments to                 
    underwrite or sub-underwrite the relevant securities of the               
    Connected Clients. Due to the difference in their nature, it              
    is necessary for the Company to seek approval from the                    
    Independent Shareholders for separate annual caps for the income          
    that the Group will receive and for the underwriting commitments          
    that the Group will have, respectively.                                   
                                                                              
    Previous transactions                                                     
                                                                              
    The financial advisory fee, placing commission, underwriting              
    commission and sub-underwriting commission in respect of the              
    services provided by the Group to the Connected Clients for the           
    two financial years ended 31 March 2003 and the period from 1             
    April 2003 to 31 December