09:37     WAI YUEN TONG<00897> - Announcement (2)                             

    (a)     the share consolidation of every 10 issued Existing Shares        
    into 1 Consolidated Share;                                                
                                                                              
    (b)     the reduction of the nominal value of each of the Consolidated    
    Shares then in issue from HK$0.10 to HK$0.01 by canceling paid-up         
    capital to the extent of HK$0.09 on each Consolidated Share;              
    and                                                                       
                                                                              
    (c)     the crediting of the amount of credit of approximately            
    HK$31,417,823 (or up to HK$33,217,822 if the 2005 Convertible             
    Notes are converted in full) arising from the Capital Reduction           
    to the contributed surplus account of the Company and utilization         
    of such credit to set off the loss of the Company.                        
                                                                              
    As at the date of this announcement, the authorised share capital         
    of the Company is HK$600,000,000 divided into 60,000,000,000              
    Shares, of which 3,490,869,225 Existing Shares have been issued           
    and are fully paid. Based on the existing issued share capital            
    of the Company and subject to the approval of the Capital                 
    Reorganisation by the Shareholders, the authorised share capital          
    of the Company upon the Capital Reorganisation becoming                   
    effective will be HK$600,000,000 divided into 60,000,000,000              
    Shares, of which HK$3,490,869.22 divided into 349,086,922 New             
    Shares will be issued and credited as fully paid. If any of the           
    conversion rights attaching to the 2005 Convertible Notes are             
    exercised, additional Existing Shares will be issued before the           
    effective date of the Capital Reorganisation and the number of            
    Existing Shares subject to the Share Consolidation and Capital            
    Reduction will be increased accordingly. Assuming that the whole          
    of the HK$16,000,000 outstanding principal amount of the 2005             
    Convertible Notes is converted in full at the current conversion          
    price of HK$0.08 per Existing Share, 200,000,000 additional               
    Existing Shares will be issued and a total of 3,690,869,225               
    Existing Shares will be in issue. Assuming full conversion of             
    the 2005 Convertible Notes and based on 3,690,869,225 Existing            
    Shares that will be in issue, and subject to the approval of              
    the Capital Reorganisation by the Shareholders, the authorised            
    share capital of the Company upon the Capital Reorganisation              
    becoming effective will be HK$600,000,000 divided into                    
    60,000,000,000 Shares, of which HK$3,690,869.22 divided into              
    369,086,922 New Shares will be issued and credited as fully paid.         
                                                                              
    The Existing Shares are currently traded in board lots of 2,000           
    Existing Shares. The New Shares will be traded in board lots              
    of 4,000 New Shares. The New Shares, when issued, will rank pari          
    passu in all respects with each other and any other Shares.               
                                                                              
    Where the Share Consolidation gives rise to fractions of a share,         
    such fractional shares will be disregarded and not issued to              
    the Shareholders. All such factional entitlement to the New               
    Shares will be aggregated, sold and retained for the benefit              
    of the Company. In order to facilitate the trading of odd lots            
    of the New Shares as a result of the Capital Reorganisation,              
    the Company will appoint a broker to provide matching services            
    to those Shareholders who wish to top-up or sell their holding            
    of odd lots of New Shares. Details of the arrangements for odd            
    lots trading will be set out in the circular in respect of the            
    Capital Reorganisation to be dispatched to the Shareholders.              
                                                                              
    EFFECTS OF THE CAPITAL REORGANISATION                                     
                                                                              
    The table below illustrates the effects of the Capital                    
    Reorganisation on the capital structure of the Company as at              
    the date of this announcement and after the Capital                       
    Reorganisation becoming effective, and assuming no further                
    Existing Shares are issued before the effective date of the               
    Capital Reorganisation: