10:41     CHEUNG TAI HONG<00199> - Announcement & Resumption (7)              

    Completion of the Placing is conditional upon:-                           
                                                                              
    (i)     the passing of the ordinary resolutions by the                    
    Shareholders at the SGM approving the Placing and the                     
    creation and issue of the Placing Convertible Notes                       
    under the Placing and the issue and allotment of the                      
    new Shares resulting from the exercise of the                             
    conversion rights attached to the Placing Convertible                     
    Notes;                                                                    
                                                                              
    (ii)    the Listing Committee of the Stock Exchange                       
    agreeing to grant the listing of, and permission to                       
    deal in, the new Shares to be issued and allotted as                      
    a result of the exercise of the conversion rights                         
    attached to the Placing Convertible Notes;                                
                                                                              
    (iii)   the compliance of any other requirements under                    
    the Listing Rules and the Takeovers Code or otherwise                     
    of the Stock Exchange and the SFC which requires                          
    compliance in relation to the Placing, the issue of                       
    the Placing Convertible Notes and the new Shares to                       
    be issued and allotted as a result of the exercise                        
    of the conversion rights attached to the Placing                          
    Convertible Notes;                                                        
                                                                              
    (iv)    (where required) the Bermuda Monetary Authority                   
    granting its permission to the issue of the Placing                       
    Convertible Notes and the issue and allotment of the                      
    new Shares resulting from the exercise of the                             
    conversion rights attached to the Placing Convertible                     
    Notes; and                                                                
                                                                              
    (v)     the obtaining of all consents from any relevant                   
    persons which are necessary or desirable in                               
    connection with the creation and issue of the Placing                     
    Convertible Notes (and, where such consents are given                     
    subject to conditions, such conditions are on terms                       
    as may be reasonably acceptable to the Placing Agent                      
    and the Company).                                                         
                                                                              
    If any of the conditions has not been fulfilled by                        
    31 July 2005 (or such other date as the Company and                       
    the Placing Agent may agree in writing), the Placing                      
    Agreement shall lapse and be terminated and all rights,                   
    obligations and liabilities of all parties thereunder                     
    in relation to the Placing shall cease and determine                      
    and no party shall have any claim against the other                       
    under the Placing Agreement except for antecedent                         
    breach.                                                                   
                                                                              
    Completion                                                                
    Completion of the Placing is to take place on the third                   
    business day after the date upon which the conditions                     
    stated in the section headed "Conditions of the                           
    Placing" above are fulfilled or such other date as                        
    the Company and the Placing Agent may agree.                              
                                                                              
    SUBSCRIPTION CONVERTIBLE NOTES AND PLACING                                
    CONVERTIBLE NOTES                                                         
    The terms of Subscription Convertible Notes and                           
    Placing Convertible Notes (collectively called                            
    "Convertible Notes") are identical, which are                             
    summarized as follows:                                                    
                                                                              
    Principal terms                                                           
    Aggregate principal amount:     .      Subscription                       
    Convertible Notes: HK$956 million                                         
    .      Placing Convertible Notes: Initially, HK$44                        
    million                                                                   
                                                                              
    Initial Conversion Price:       HK$0.44 per Share,                        
    subject to adjustments in certain events including,                       
    among other things, share consolidation, share                            
    subdivision, capitalization issue, capital                                
    distribution and rights issue. If at any time after