10:34 <00275> & <00235>-Joint Ann. & <00235> Resumed (2) The distribution in specie of the GDI Shares will be effected by way of distribution from the special capital reserve account of China Strategic of an amount equivalent to the carrying value of GDI, which will be ascertained immediately prior to completion of the China Strategic Group Reorganisation. No application will be made for the listing of the GDI Shares on the Stock Exchange or any other stock exchange. The China Strategic Group Reorganisation is conditional on, among other things, completion of the Capital Reorganisation and the approval by the Independent China Strategic Shareholders being obtained. It is, however, not subject to completion of the Share Sale Agreement having taken place. Capital Reorganisation The Capital Reorganisation involves the Capital Reduction, the Subdivision and the Share Consolidation. The Capital Reduction will involve cancellation of the paid-up capital of HK$0.05 on each issued China Strategic Share and reduction in the nominal value of each issued China Strategic Share from HK$0.10 to HK$0.05. The Capital Reduction also involves the cancellation of the entire share premium account of China Strategic. The Subdivision involves the subdivision of each authorised but unissued China Strategic Share into two Reduced China Strategic Shares of HK$0.05 each. The Share Consolidation will then be implemented to consolidate every two Reduced China Strategic Shares of HK$0.05 each into one Consolidated China Strategic Share of HK$0.10. The Capital Reorganisation is subject to fulfilment of the conditions as detailed below. Change of board lot size The China Strategic Board also proposes to change the board lot size for trading from 2,500 China Strategic Shares to 5,000 Consolidated China Strategic Shares upon the Capital Reorganisation having become effective. Possible voluntary offer for the GDI Shares Subject to the approval by the Independent Hanny Shareholders of the GDI Offer and completion of the China Strategic Group Reorganisation, Somerley, on behalf of Well Orient (an indirect wholly-owned subsidiary of Hanny), will make a voluntary offer to the shareholders of GDI to acquire all the GDI Shares, other than those then owned or agreed to be acquired by Well Orient, its associates and parties acting in concert with it (but the GDI Offer will be extended to Paul Y), on the following basis: Option 1: For every five GDI Shares * one Hanny Share plus HK$1.8 in cash Option 2: For every five GDI Shares * one Hanny Bond with face value of HK$15.0 * The GDI Shares will be issued based on the number of the Consolidated China Strategic Shares in issue on the Record Date. Independent China Strategic Shareholders and Paul Y can either accept Option 1 or Option 2, but not a combination of both, in respect of the GDI Offer. Share Sale Agreement and possible mandatory offer for the China Strategic Shares The China Strategic Board has been informed by Paul Y and Hanny that they have entered into the Share Sale Agreement with the Offeror on 10th March, 2005 pursuant to which and subject to, inter alia, the implementation of the China Strategic Group Reorganisation in full, the Offeror agreed to acquire 135,000,000 China Strategic Shares (equivalent to 67,500,000 Consolidated China Strategic Shares upon the Capital Reorganisation having become effective) from each of Paul Y and Hanny, which shares represent approximately an aggregate of approximately 30.6% of the issued share capital of China Strategic, for an aggregate consideration of HK$52,110,000, equivalent to HK$0.193 per China Strategic Share (or HK$0.386 per Consolidated China Strategic Share). Subject to completion of the Share Sale Agreement, Kingston will, on