09:53 CAPITAL STRAT<00497> - Announcement (1) The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this announcement, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement. CAPITAL STRATEGIC INVESTMENT LIMITED (Incorporated in Bermuda with limited liability) (STOCK CODE: 497) DISPATCH OF THE CIRCULAR IN RELATION TO PROPOSED ISSUE OF 75,000,000 NEW SHARES TO STRATEGIC INVESTORS WHITEWASH WAIVER APPLICATION AND PROPOSED PLACEMENT OF 25,000,000 NEW SHARES Financial adviser The Circular was dispatched to the Shareholders on 18 April 2005. The Special General Meeting to be convened to consider, if thought fit, to approve the Subscription Agreements, the Placing Agreement and the Waiver will be held at 2:30 p.m. on Friday, 6 May 2005. The notice of the Special General Meeting was published in the newspapers on 18 April 2005. A statement of unaudited pro forma consolidated net tangible assets of the Group for the purpose of illustrating the effect of the Subscription and the Placing on the unaudited consolidated net tangible assets of the Group as at 30 September 2004 as if they had taken place on 30 September 2004 is set out in Appendix I to the Circular and reproduced below. Shareholders and potential investors of the Shares should note that the aforesaid statement has been prepared for illustrative purpose only and, because of its nature, it may not give a true picture of the financial position of the Group following the Completion. Reference is made to the announcements issued by the Company dated 8 and 14 March 2005 in relation to the captioned transactions (the "Announcements"). Terms defined in the Announcements shall have the same meanings when used herein unless the context requires otherwise. The Board wishes to announce that: (i) the Circular containing detailed information in relation to, among other things, (1) the Subscription Agreements; (2) the Placing Agreement; (3) the Waiver; (4) the advice of the Independent Board Committee to the Independent Shareholders in respect of the Subscription and the Waiver; (5) the letter of advice from the independent financial adviser to the Independent Board Committee and the Independent Shareholders in respect of the Subscription and the Waiver; (6) the financial information of the Group; and (7) a notice convening the Special General Meeting was dispatched to the Shareholders on 18 April 2005; and (ii) the Special General Meeting to be convened to consider, if thought fit, to approve the Subscription Agreements, the Placing Agreement and the Waiver will be held at 2:30 p.m. on Friday, 6 May 2005. The notice of the Special General Meeting was also published in the newspapers on 18 April 2005. A statement of unaudited pro forma consolidated net tangible assets of the Group for the purpose of illustrating the effect of the Subscription and the Placing on the unaudited consolidated net tangible assets of the Group as at 30 September 2004 as if they had taken place on 30 September 2004 is set out in Appendix I to the Circular and reproduced below. Shareholders and potential investors of the Shares should note that the aforesaid statement has been prepared for illustrative purpose only and, because of its nature, it may not give a true picture of the financial position of the Group following the Completion. The following statement of unaudited pro forma consolidated net tangible assets of the Group is prepared based on the published unaudited interim report of the Group for the six months ended 30 September 2004 as shown in Appendix I to the Circular and after adjustments made to exclude intangible assets as described in note 1 below, and is adjusted as follows: Unaudited consolidated Unaudited Unaudited net tangible pro forma pro forma