10:37     <00275> & <00235>-Joint Ann. & <00235> Resumed (11)                 

    Conversion Shares at the initial conversion price of HK$9.0 per Hanny     
    Conversion Share (subject to adjustments in accordance with the terms     
    of the Hanny Bond) during the conversion period as stated above.          
                                                                              
    The conversion price of HK$9.0 per Hanny Conversion Share represents:     
                                                                              
            -         a premium of 143.2% over the closing price of HK$3.7    
    per Hanny Share as quoted on the Stock Exchange on the Last Trading       
    Day;                                                                      
                                                                              
            -         a premium of 136.2% over the average closing price      
    of HK$3.810 per Hanny Share for the last ten consecutive trading days     
    up to and including the Last Trading Day;                                 
                                                                              
            -         a premium of 129.4% over the average closing price      
    of HK$3.923 per Hanny Share for the last thirty consecutive trading       
    days up to and including the Last Trading Day;                            
                                                                              
            -        a discount of 8.2% to the unaudited consolidated net     
    asset value of the Hanny Group of HK$9.8 per Hanny Share as at 30th       
    September, 2004 based on the unaudited consolidated net asset value of    
    approximately HK$1,827.2 million and 186,533,202 issued Hanny Shares      
    as at 30th September, 2004; and                                           
                                                                              
            -        a premium of 3.4% over the adjusted unaudited            
    consolidated net asset value of HK$8.7 per Hanny Share on the basis of    
    the 223,628,412 Hanny Shares in issue as at the date of this              
    announcement and taking into account (i) the unaudited consolidated       
    net asset value of Hanny of HK$1,827.2 million as at 30th September,      
    2004; and (ii) the placing of Hanny Shares completed in December 2004     
    (details of which were set out in the announcement of Hanny dated 23rd    
    November, 2004).                                                          
                                                                              
    The conversion price is subject to adjustments from time to time in       
    accordance with the provisions set out in the Hanny Bond instrument       
    including, among other things, (i) Hanny Shares having become of a        
    different nominal amount by reason of any consolidation or                
    subdivision; (ii) issue of new Hanny Shares by capitalisation of          
    profit or reserves; (iii) capital distribution; (iv) rights issue; (v)    
    grant of option or warrants to subscribe for new Hanny Shares and (vi)    
    such other events which may have a dilutive effect on the interest of     
    the holder of Hanny Bond.                                                 
                                                                              
    Hanny Conversion Shares        The Hanny Conversion Shares to be          
    issued upon Conversion will, when issued and allotted, rank pari passu    
    in all respects with all the Hanny Shares then in issue and be            
    entitled to all dividends and other distributions the record date of      
    which falls on a date on or after the date of the conversion notice.      
                                                                              
    Certificates        Every China Strategic Shareholder accepting the       
    GDI Offer under Option 2 will receive one certificate representing his    
    aggregate holding of the Hanny Bond to which he is entitled.              
                                                                              
    The detailed terms of the Hanny Bond will be included in the composite    
    offer and response document in relation to the GDI Offer to be            
    despatched to China Strategic Shareholders. Further announcement will     
    be made by Hanny regarding the aggregate number and value of Hanny        
    Bond and the relevant number of the Hanny Conversion Shares that will     
    be issued by Hanny under the GDI Offer upon the close of the GDI          
    Offer.                                                                    
                                                                              
    On the basis of five GDI Shares for one Hanny Bond with face value of     
    HK$15.0, the implied value of the Hanny Bond attaching to one GDI         
    Shares subject to the GDI Offer would be HK$3.0.                          
                                                                              
    The GDI Shares subject to the GDI Offer will be acquired by Hanny with    
    the right to receive all dividends and distributions declared, paid or    
    made on or after the date of the issue of the GDI Shares and free from    
    all third party rights.                                                   
                                                                              
    As at the date of this announcement, GDI has no outstanding               
    securities, options or warrants which are convertible into or which       
    confers rights to require the issue of GDI Shares.                        
                                                                              
    Since GDI is a company incorporated in the BVI and its register of        
    members is located there, no transfer duty is payable on any transfer     
    of the GDI Shares.                                                        
                                                                              
    The offer price for the GDI Shares under Option 1 has been determined     
    after taking into account the estimated consolidated net tangible         
    asset value of GDI upon completion of the China Strategic Group           
    Reorganisation and the market performance of the China Strategic          
    Shares and Hanny Shares prior to suspension in trading of such shares