09:42 PIONEER GLOBAL<00224>-Announcement&Resumption of Trading(2) Parties shares subscribed subscription price shareholding loan Pine International 5 HK$5.00 50% HK$45,000,000 Wachovia 3 HK$3.00 30% HK$27,000,000 MSREF 2 HK$2.00 20% HK$18,000,000 The aggregate amount of contributions to the Joint Venture by the Parties was determined with reference to the estimated amount that the Joint Venture will be required to contribute to the Underlying Joint Venture as capital and/or shareholder's loans to enable the Underlying Joint Venture to purchase the Property. Pending the final determination of such amount (which will depend on the amount of bank loan obtainable by the Underlying Joint Venture to fund the acquisition costs for the Property), the Joint Venture has advanced to the Underlying Joint Venture the aggregate amount of contributions received from the Parties on an interest-free basis. The amount of HK$45,000,005 (being the aggregate amount of the shareholder's loan to be contributed by Pine International to the Joint Venture and the subscription price as shown above) is the total commitment contracted to be made by the Group in connection with the Joint Venture. The Group has made no contractual commitment to contribute any capital or shareholder's loan to the Underlying Joint Venture as it is not a party to the Underlying Joint Venture. Further details on the Underlying Joint Venture are set out in the paragraph headed "Purpose of the Joint Venture" in this announcement. Completion Completion of the Joint Venture Agreement has taken place on 5 April 2005. Further financing In the event that the Joint Venture requires further financing beyond the original contributions of the Parties, the board of directors of the Joint Venture will determine the most appropriate way of funding at the relevant time, which includes but is not limited to loans from the Parties or other independent third parties. However, none of the Parties is under any contractual obligation to provide further financing in whatsoever form to the Joint Venture. Restrictions on transfer Pine International and Wachovia are prohibited from transferring their respective interests in the Joint Venture until the termination of the Joint Venture Agreement except on the occurrence of the following events specified under the Joint Venture Agreement: (a) where the Joint Venture transfers any of its interest in the Underlying Joint Venture; or (b) where an event of default (being a material breach by a party of any of its obligation under the Joint Venture Agreement, or action is being taken for the dissolution or administration of that party, or any person takes any step to appoint a liquidator or similar officer in respect of any asset held by the party, or that party convenes a meeting of its creditors or makes or proposes any arrangement or composition with its creditors, and the relevant default is unremedied or unwaived 30 days after the default first occurred) has occurred and the transfer is by the non-defaulting party; or (c) in respect of Wachovia only, where (i) MSREF exercises or proposes to exercise any right to dispose of any of its interests in the Underlying Joint Venture and (ii) the Joint Venture does not exercise or does not propose to exercise either its right of first refusal or its tag-along right in relation to its interests in the Underlying Joint Venture; or (d) where MSREF exercises its rights or proposes to exercise its rights to purchase the Joint Venture's interests in the Underlying Joint Venture and Pine International and Wachovia fail to reach an agreement on the treatment of the Joint Venture's interests in the Underlying Joint Venture. Upon the occurrence of the foregoing specified events under the Joint Venture Agreement, if Pine International or Wachovia (the "First Party") intends to transfer its interests in the Joint Venture (the "Transfer"), the First Party may give written notice to the other (the "Second Party") and the Second Party has an option to either accept such offer or sell its own interests in the Joint Venture to the First Party based on the same price. MSREF is permitted to transfer its interests in the Joint Venture only when it exercises or proposes to