10:16 CHI MER DICHAIN<00632> - Announcement (2) agreed to settle the costs for the year ended 31st March 2004 together with costs for the financial year ended 31st March 2005. Pursuant to the Settlement Agreement, the Company and CTG have agreed to settle the Debt by way of CTG issuing to the Company the Consideration Shares at a price of US$0.09 per CTG Share. Following the Settlement, there will be no outstanding amount owed by CTG to the Company. The Consideration Shares All Consideration Shares will be credited as fully paid and rank pari passu in all respects with the existing issued CTG Shares, and will be free from all options, liens, charges, claims, and encumbrances. The Consideration Shares represent approximately 5.32% of the existing issued share capital of CTG and approximately 5.05% of the issued share capital of CTG as enlarged by the Consideration Shares. The issue price of US$0.09 per Share was determined after arm's length negotiations between the Company and CTG. The issue price of US$0.09 per CTG Share is equal to the closing price of US$0.09 per CTG Share as quoted on the OTC Board on 29th March 2005 and represents a discount of approximately 42% to the average closing price of US$0.15 per CTG Share as quoted on the OTC Board for the last ten trading days up to and including 29th March 2005, being the last trading day prior to the date of the Settlement Agreement. Conditions Completion of the Settlement Agreement is conditional upon (i) the board of directors of CTG approving the Settlement Agreement, the issue of the Consideration Shares, the transactions contemplated in or incidental to the Settlement Agreement and the implementation thereof; and (ii) all necessary approval (if required by law or other rules and regulations) being obtained by the Company. Completion Completion of the Settlement Agreement is expected to take place on the third business day after the conditions are fulfilled (or such other date as the Company and CTG may agree). The following table illustrates the Company's shareholding changes in CTG immediately before and after completion of the Settlement: Immediately before Immediately after completion of completion of the Settlement the Settlement Number of Shareholding Number of Shareholding CTG Shares percentage CTG Shares percentage The Company 1,181,938 0.47% 14,510,562 5.5% (Note) DiChain Holdings 148,349,250 59.19% 148,349,250 56.20% Public 101,088,524 40.34% 101,088,524 38.30% Total 250,619,712 100% 263,948,336 100% Note: The CTG Shares were acquired by the Company during the period from 1996 to 2003 Reasons The Company and its subsidiaries ("Group") had been principally engaged in operating bonded warehouse, provision of logistics and related services and logistics-related property investment. CTG Shares are listed on the OTC Board. CTG is a company incorporated in the British Virgin Islands, headquartered in Hong Kong, and has operational offices located in Shenzhen and six other major cities in the People's Republic of China ("PRC"). CTG and its subsidiaries ("CTG Group") had been principally engaged in providing information technology solutions for the logistics and supply chain management industry in mainland China and Hong Kong. One of CTG's subsidiaries was recognized as one of the leading internet technology solution providers in logistics and supply chain management in the PRC in 2002 and 2003 by a world leading internet technology consulting firm. The Directors believe that not only the Settlement will allow the Company to recover its debt due from CTG by way of receiving marketable securities in CTG, it will also enable the Company to invest into a leading internet technology solution provider and to benefit from enhancement of its application platform for future development.