09:55     TAKSON HOLDINGS<00918> - Announcement (5)                           

    Dated        :        4 April 2005                                        
                                                                              
    Underwriter        :        Takson International Holdings Limited, a      
    limited company incorporated under the laws of the British Virgin         
    Islands, the shareholders of which and the ultimate discretionary         
    beneficiaries of the relevant trust arrangement are set out above under   
    sub-section headed "Undertakings from Controlling Shareholder"            
                                                                              
    Number of Shares underwritten        :        27,776,400 Rights Shares    
    (or approximately 35.66 per cent. of the Rights Issue), being all the     
    Rights Shares other than those undertaken to be taken up by the           
    Controlling Shareholder                                                   
                                                                              
    Commission        :        Waived by the Underwriter                      
                                                                              
    If the Underwriter has to subscribe for all the Rights Shares             
    underwritten, the shareholding of the Controlling Shareholders in the     
    Company will be increased from approximately 64.34 per cent. to           
    approximately 70.28 per cent. after completion of the Rights Issue.       
                                                                              
    Termination of the Underwriting Agreement:                                
                                                                              
    If certain things happen on or before 4:00 p.m. on the second Business    
    Day after the last day for acceptance of provisional allotments, then     
    the Underwriter may terminate the Underwriting Agreement, which date for  
    such termination is expected to be on Monday, 17 May 2005. A force        
    majeure will be considered one such thing. The Underwriting Agreement     
    defines force majeure to include, inter alia, any external event or       
    change outside the Company's reasonable control which would or might, in  
    the Underwriter's reasonable opinion:                                     
                                                                              
    -        adversely affect the success of the Rights Issue or the          
    business or financial condition or prospects of the Group; or             
                                                                              
    -        makes it inadvisable or inexpedient for the Company to proceed   
    with the proposed Rights Issue.                                           
                                                                              
    If the Underwriter terminates the Underwriting Agreement under such       
    circumstances, then the Rights Issue will not proceed.                    
                                                                              
    CONDITIONS OF THE RIGHTS ISSUE                                            
                                                                              
    The Rights Issue is conditional upon each of the following:               
                                                                              
    (i)        the signing by or on behalf of all the Directors of one        
    printed copy of each of the Prospectus Documents and the certification    
    by any two Directors (or by their agents duly authorised in writing) of   
    two copies of each of the Prospectus Documents;                           
                                                                              
    (ii)        the delivery of the signed copy by all the Directors of each  
    of the Prospectus Documents referred to in (i) above to the Underwriter;  
                                                                              
    (iii)        the delivery to the Stock Exchange and filing and            
    registration with the Registrar of Companies in Hong Kong respectively    
    of two copies of each of the Prospectus Documents each duly certified by  
    any two Directors (or by their agents duly authorised in writing) in      
    compliance with section 342C of the Companies Ordinance (and all other    
    documents required to be attached thereto) and otherwise complying with   
    the requirements of the Companies Ordinance and the Listing Rules;        
                                                                              
    (iv)        the posting of copies of the Prospectus Documents to the      
    Qualifying Shareholders and the posting of the Rights Issue prospectus    
    stamped "For Information Only" to Overseas Shareholders;                  
                                                                              
    (v)        delivery by the Controlling Shareholder to the Underwriter of  
    the undertaking letter duly executed by it on the date of the             
    Underwriting Agreement to accept or procure acceptance in full of the     
    50,123,600 Rights Shares provisionally allotted to him/them or their      
    associates (as defined in the Listing Rules);                             
                                                                              
    (vi)        the Listing Committee of the Stock Exchange (a) agreeing to   
    grant listing of, and permission to deal in, the Rights Shares in its     
    nil-paid and fully-paid forms either unconditionally or subject to such   
    conditions which the Underwriter in its reasonable opinion accepts and    
    the satisfaction of such conditions (if any) on or before the Listing     
    Date; and (b) not having withdrawn or revoked such listing and            
    permission before 10:00 a.m. on 12 May 2005;                              
                                                                              
    (vii)        the filing of one copy of each of the Prospectus Documents   
    signed by one Director for and on behalf of all Directors with the        
    Registrar of Companies in Bermuda;                                        
                                                                              
    (viii)        the compliance with all regulatory requirements under the   
    Listing Rules and if applicable, the Hong Kong Code on Takeovers and      
    Mergers;