09:22 LAI FAI INT'L<08183>-Announcement & Resumption of Trading(2) Cayman Islands, if the Offeror acquires the prescribed percentage of Shares (being not less than 90% of the Shares affected by the Offer) as required by Section 88 of the Companies Law (2004 Revision) of the Cayman Islands, the Offeror may consider exercising the compulsory acquisition power in accordance with Section 88 of the Companies Law (2004 Revision) of the Cayman Islands. Pursuant to Rule 2.11 of the Takeovers Code, except with the consent of the Executive, where the Offeror seeks to acquire or privatise the Company by means of the Offer and the use of compulsory acquisition rights, such rights may only be exercised if, in addition to satisfying any requirements imposed by the Companies Law (2004 Revision) of the Cayman Islands, acceptances of the Offer and purchases (in each case of the disinterested Shares) made by the Offeror and persons acting in concert with it during the period of four months after posting of the offer document total 90% of the disinterested Shares. Furthermore, if the level of acceptances reaches the prescribed level (being not less than 90% of the Shares affected by the Offer) under Section 88 of the Companies Law (2004 Revision) of the Cayman Islands and Rule 2.11 of the Takeovers Code permits a compulsory acquisition and the Offeror proceeds with the privatisation of the Company and withdrawal of listing of the Company's securities from GEM pursuant to Rule 9.23 of the GEM Listing Rules, the Company will apply for a suspension of dealings in the securities of the Company from the closing of the Offer up to the withdrawal of listing of the Company's securities from GEM. In the event that the Offeror does not effect the compulsory acquisition (whether by reason of not having acquired the requisite percentage as required under the Companies Law (2004 Revision) of the Cayman Islands or otherwise), the Offeror may either (i) seek a withdrawal of listing of the Shares from GEM in accordance with the requirements of the GEM Listing Rules and the Takeovers Code (which include (a) with respect to the requirements of Rule 9.20 of the GEM Listing Rules, the approval of the independent Shareholders (being Shareholders other than any controlling Shareholder and its associates) at general meeting passed as a resolution with a majority of at least 75%, and not voted against by 10% (or more), of the votes cast at such meeting, and (b) with respect to the requirements under Rule 2.2 of the Takeovers Code, the approval of Shareholders by means of a resolution at a general meeting with a majority in number representing at least 75% (and not voted against by more than 10%) of the votes attaching to the disinterested Shares voting either in person or by proxy at the meeting must vote in favour of the resolution) and, or privatise the Company by means of a scheme of arrangement; or (ii) the Offeror will either itself or procure the Company to take such steps as are necessary to ensure that the Company maintains an adequate public float so as to comply with the applicable requirements of the GEM Listing Rules. As the Offeror has not decided whether to maintain the listing of the Company on GEM or to privatise the Company, further announcement will be made in this respect accordingly. Subject to Completion, the Independent Board Committee of the Company will be formed to advise the Shareholders (other than the Offeror, the parties acting in concert with it (if any) and the Vendors) on the Offer, and an independent financial adviser will be appointed to advise the Independent Board Committee of the Company in relation to the Offer. Trading in Shares on the Stock Exchange was suspended with effect from 9:30 a.m. on 4th April, 2005 at the request of the Company pending publication of this announcement. An application has been made by the Company for the resumption of trading in Shares on GEM with effect from 9.30 a.m. on 8th April, 2005. By order of the board of By order of the board of Standbrook Enterprises Limited Lai Fai International Holdings Limited Mr. Sadao Hisaaki Mr. Li Shui Director Director and Executive Chairman Hong Kong, 7th April, 2005 As at the date hereof, the Board comprises Mr. Li Shui and Mr. Lee You (being executive Directors), Mr. Yoshitaka Kitao and Mr. Yu Kam Kee, Lawrence (being non-executive Directors), and Mr. Ho Hou Chiu, William, Mr. Mak Tak Cheong, Edmund and Mr. Che King Lun, Frankly (being independent non-executive Directors). This announcement, for which the directors of the Company collectively and individually accept full responsibility, includes particulars given in compliance with the Rules Governing the Listing of Securities on the Growth Enterprise Market of The Stock Exchange of Hong Kong Limited for