09:58 WEALTHMARK INTL<00039> - Announcement & Resumption (9) The directors of the Offeror jointly and severally accept full responsibility for the accuracy of the information contained in this announcement, other than that relating to the Group, and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this announcement, other than those relating to the Group, have been arrived at after due and careful consideration and there are no other facts not contained in this announcement the omission of which would make any statements in this announcement misleading. The directors of the Company jointly and severally accept full responsibility for the accuracy of the information contained in this announcement, other than that relating to the Offeror, and confirm, having made all reasonable inquiries, that to the best of their knowledge, opinions expressed in this announcement, other than that relating to the Offeror, have been arrived at after due and careful consideration and there are no other facts not contained in this announcement, the omission of which would make any statements in this announcement misleading. "Executive" the Executive Director of the Corporate Finance Division of the SFC or any of his delegates "First Shanghai Capital" First Shanghai Capital Limited, a licensed corporation to carry on business in type 6 regulated activities under the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) and the financial adviser to the Offeror "First Shanghai Securities" First Shanghai Securities Limited, a licensed corporation to carry on business in types 1, 4, 6, 7 and 9 regulated activities under the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong), who will make the Offer on behalf of the Offeror "Group" the Company and its subsidiaries "Hong Kong" the Hong Kong Special Administrative Region of the PRC "Independent Board Committee" an independent board committee of the board of Directors to be established for the purpose of advising the Independent Shareholders in relation to the Offer "Independent Shareholders" shareholders of the Company excluding the Offeror and parties acting in concert with it "Listing Rules" Rules Governing the Listing of Securities on the Stock Exchange "Mr. Wong" Mr. Wong Chor Wo, the former chairman of the Company and the beneficial owner Wisechoice "Ms. Andres" Ms. Rosita Andres, the spouse of Mr. Wong and the beneficial owner of Accuport "Offer" the mandatory unconditional cash offer for all the issued Shares not already owned by the Offeror and parties acting in concert with it at the Offer Price to be made by First Shanghai Capital on behalf of the Offeror in accordance with the Takeovers Code "Offeror" or "Purchaser" Orientelite Investments Limited, a company incorporated in the British Virgin Islands with limited liability and is 80% beneficially owned by CEC "Offer Price" HK$0.0267 per Share "PRC" People's Republic of China " Sale and Purchase Agreement" the sale and purchase agreement dated 12th April 2005 entered into between the Vendors and the Offeror in relation to the sale by the Vendors and the purchase by the Offeror of the Sale Shares "Sale Shares" the 150,000,000 Shares sold by the Vendors and acquired by the Purchaser pursuant to the Sale and Purchase Agreement "SFC" Securities and Futures Commission of Hong Kong "Shareholders" holders of the Shares "Share(s)" share(s) of HK$0.10 each in the share capital of the Company "Stock Exchange" The Stock Exchange of Hong Kong Limited "Takeovers Code" The Hong Kong Code on Takeovers and Mergers "Underlying Agreements" for each Assigning Bank, the agreement(s) under or in respect of which its Assigned Debt originally arose, any amendments and supplements thereto and any security, guarantees in respect of such Assigned Debt "Vendors" Wisechoice and Accuport "Wisechoice" Wisechoice Assets Limited, a company incorporated in the British Virgin Islands wholly owned by Mr. Wong "%" per cent. By order of the board of By order of the board of Orientelite Investments Limited Wealthmark International (Holdings) Limited Peter Lo Tse Chung Sing Director Director Hong Kong, 15 April 2005