10:43 <00275> & <00235>-Joint Ann. & <00235> Resumed (22) In this announcement, the following terms have the following meanings: - "AMS" AMS Corporate Finance Limited, a licensed corporation under the SFO permitted to carry out types 4, 6 and 9 of the regulated activities for the purposes of the SFO and the independent financial adviser to the independent board committee of Hanny and Independent Hanny Shareholders "associate" has the meaning as defined in the Listing Rules "BVI" the British Virgin Islands "Capital Reduction" the proposed cancellation of the paid-up capital of HK$0.05 on each issued China Strategic Share and the reduction of the nominal value of each of the issued China Strategic Share from HK$0.10 to HK$0.05 and the cancellation of the entire share premium account of China Strategic "Capital Reorganisation" the proposed capital reorganisation of China Strategic involving the Capital Reduction, the Subdivision and the Share Consolidation "CEL" China Enterprises Limited, a company incorporated in Bermuda with limited liability, the shares of which are traded on the OTC (over-the-counter) Bulletin Board in the United States of America and is owned as to 55.22% effective equity interest and 88.8% effective interest of voting right by China Strategic "China Strategic" China Strategic Holdings Limited, a company incorporated in Hong Kong with limited liability and the shares of which are listed on the main board of the Stock Exchange "China Strategic Board" board of directors of China Strategic "China Strategic Circular" a circular of China Strategic containing, among other things, details of the China Strategic Group Reorganisation, the Capital Reorganisation, change of board lot size, a notice convening a general meeting of China Strategic and the letter of recommendation from the independent board committee of China Strategic and the letter of advice from Hercules to be despatched to China Strategic Shareholders "China Strategic Group" China Strategic and its subsidiaries "China Strategic Group the proposed internal group reorganisation of China Strategic which, if Reorganisation" approved and implemented, will result in (i) China Strategic continuing as a public listed company concentrating on the Remaining Business; (ii) GDI concentrating on the Distributed Business; and (iii) the China Strategic Shareholders receiving by way of distribution in specie of the GDI Shares on the basis of one GDI Share for one Consolidated China Strategic Share "China Strategic Offer" the possible mandatory cash offer to acquire all the Consolidated China Strategic Shares not already held or agreed to be acquired by the Offeror and parties acting in concert with it at a price of HK$0.386 per Consolidated China Strategic Share (equivalent to HK$0.193 per China Strategic Share) in cash, ex entitlement to the distribution in specie of the GDI Shares pursuant to the China Strategic Group Reorganisation "China Strategic Share(s)" ordinary share(s) of HK$0.10 each in the issued share capital of China Strategic "China Strategic Shareholder(s)" holder(s) of the China Strategic Shares or Consolidated China Strategic Shares, as the case may be "Companies Ordinance" the Companies Ordinance, Chapter 32 of the Laws of Hong Kong "Completion" completion of the Share Sale Agreement "Completion Date" the date of Completion "Consolidated China Strategic issued and unissued ordinary share(s) of HK$0.10 each in the share capital Share(s)" of China Strategic upon the Capital Reorganisation having become effective "Conversion" conversion of the Hanny Bond by its holder in