09:57 WEALTHMARK INTL<00039> - Announcement & Resumption (6) position at Interbrew, he was a consultant in the Corporate Finance and Strategy Practice of McKinsey & Company, Inc. in Hong Kong. Mr. Sun holds a J.D. from the University of Illinois College of Law and a B.A. degree from Cornell University. * Thomas GREER is director of China Enterprise Capital Limited and Managing Director of Enterprise Capital Corporation. He is also a member of the Advisory Board of InterAsia Venture Management Company, a venture capital company in Asia. He began his financial career J. P. Morgan Bank and later worked in Citicorp Asia for twelve years in senior positions in Indonesia, South Korea and Hong Kong. He then joined Royal Trust Asia and Bank of America. He also served on the Investment Committee of Bank of America's Asian Direct Equity Fund. He established Enterprise Capital Corporation in 1994. He holds a Bachelor of Science degree from the University of Colorado and a Master of International Management from the American Graduate School of International Management. * Peter Jeva AU is director of China Enterprise Capital Limited. Mr. Au has extensive experience in managing direct investment and institutional funds. Mr. Au was Managing Director of China Enterprise Capital Fund Limited and director of Harbin Brewery Group Limited (formerly listed on the Main Board of the Stock Exchange with stock code 249). He was the co-founder and Managing Director of Inter Asian Group. Mr. Au started his banking career with Citibank N.A. and he was the Executive Director of Merchant Banking for Royal Trust Asia. He received a Bachelor of Science in Economics and an MBA, both from New York University, U.S.A. Independent non-executive directors * LEUNG Kwan-Kwok (Dr.) (as independent non-executive director) is director of the Quality Evaluation Centre and the Associate Head of Department of Applied Social Studies, City University of Hong Kong. He is also President of the Foundation of China Studies, director of the Centre of China Studies and Co-Chief Editor of China Studies. Since 1991, he has been offering consultancy/professional services to the government, public utilities, voluntary agencies, media, and private enterprises in Hong Kong. * Sam ZUCHOWSKI (as independent non-executive director) has considerable experience in investment banking and other direct investments where he has held positions with Merrill Lynch International, Inc., First Pacific U.S. Securities (Aust.) Ltd and Capitalcorp Ltd. He has also been a director of a number of companies listed on the Hong Kong Stock Exchange, namely, G-Prop (Holdings) Limited, SMI Corporation Limited (formerly Star East Holdings Limited) and Hansom Eastern (Holdings) Limited (formerly Tung Fong Hung (Holdings) Limited. Mr. Zuchowski obtained a bachelor of laws degree from the University of Melbourne, Austrialia. The Offeror intends that there are at least three independent non-executive Directors appointed to the Board following the resignation of the existing Directors and intends to appoint an additional independent non-executive Director to the Board at such time. The Offeror does not currently expect that there will be any changes to the continued employment of the employees of the Group or to the employment terms or conditions of the employees of the Group as a result of the Offer. INTERNAL REVIEW The Company announced on 22nd February 2005 that an independent committee had been formed to conduct a review of the financial and system control of the Group. The Company confirms that following the completion of the Sale and Purchase Agreement and the Offer, the independent board committee will continue to conduct the matters indicated in the 22nd February 2005 announcement. Furthermore, a separate announcement will be made in due course with regards to the status of independent committee's findings and the implementation of the Internal Control and Accounting Manual. The Offeror intends that the new Directors appointed by the Offeror will be appointed to the independent board committee in place of the outgoing Directors. GENERAL Pursuant to the Takeovers Code, the Company is required to (i) form an independent board committee to consider the Offer and advise the independent Shareholders in respect of the Offer; and (ii) appoint an independent financial adviser to advise the independent board committee