10:34     <00275> & <00235>-Joint Ann. & <00235> Resumed (4)                  

    members of China Strategic on the Record Date on the following basis:     
                                                                              
    For each Consolidated China Strategic Share held         one GDI Share    
                                                                              
    The distribution in specie of the GDI Shares will be effected by          
    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. Further information in this regard        
    will be included in the China Strategic Circular.                         
                                                                              
    Pursuant to the China Strategic Group Reorganisation, all the GDI         
    Shares to be in issue on the Record Date will be distributed to the       
    China Strategic Shareholders whose names appear on the register of        
    members of China Strategic on the Record Date. The GDI Shares will be     
    allotted and issued to the China Strategic Shareholders upon              
    completion of the China Strategic Group Reorganisation. However, if       
    the GDI Offer proceeds, the share certificates of GDI will only be        
    posted to the China Strategic Shareholders who do not accept the GDI      
    Offer after the close of the GDI Offer, such that the despatch of the     
    share certificates to the shareholders of GDI could be managed            
    efficiently. Details of the possible GDI Offer are set out under the      
    section headed "Possible Voluntary Offer for the GDI Shares" below.       
    Details of the procedures of acceptance of the GDI Offer will be set      
    out in the composite offer and response document to be issued in          
    relation to the GDI Offer.                                                
                                                                              
    The GDI Shares will rank pari passu in all respects with each other.      
    No application will be made for the listing of the GDI Shares on the      
    Stock Exchange or any other stock exchange.                               
                                                                              
    Conditions of the China Strategic Group Reorganisation                    
                                                                              
    The China Strategic Group Reorganisation will be conditional upon:        
                                                                              
    (i)        the passing of the necessary resolution(s) approving the       
    China Strategic Group Reorganisation by the Independent China             
    Strategic Shareholders;                                                   
                                                                              
    (ii)        the Capital Reorganisation having become effective;           
                                                                              
    (iii)        the agreement of the China Strategic Group's bankers and     
    other creditors, if required, to the release of guarantees by China       
    Strategic and any of its retained subsidiaries on the obligations of      
    GDI or its subsidiaries following the implementation of the China         
    Strategic Group Reorganisation; and                                       
                                                                              
    (iv)        the obtaining of any other third party consents or            
    approvals, including all regulatory consents, required to give effect     
    to the China Strategic Group Reorganisation.                              
                                                                              
    Hanny, Paul Y, their respective associates and parties acting in          
    concert with them, will abstain from voting on the resolution(s)          
    approving the China Strategic Group Reorganisation. Save for condition    
    (iv) above, none of the above conditions is capable of being waived.      
    The resolution(s) to consider and approve the China Strategic Group       
    Reorganisation will be taken by poll.                                     
                                                                              
    Group structure before and after the China Strategic Group                
    Reorganisation                                                            
                                                                              
    (The details of the group and shareholding structure of China Strategic as
    at the date of this announcement and immediately before the implementation
    of the China Strategic Group Reorganisation (assuming no other changes    
    since then), please refer to the press announcement today.)