10:27 SING TAO<01105> - Announcement (2) Parties: (1) GCIS (2) Sanlian Electronics (3) Sanlian Group Corporation (*) ("Sanlian Group") The Framework Agreement sets out, among others, (1) the terms for settlement of the amount of RMB117,600,000 owing by the Group to Sanlian Electronics under the Joint Venture Contract, and (2) the terms for a new secured loan to be given by the Group to Sanlian Group. (1) Settlement under the Joint Venture Contract Pursuant to the Framework Agreement, it was agreed that by the payment of RMB30,000,000 by the Group to Sanlian Electronics as consideration for the injection of the intangible assets into JV Co., Sanlian Electronics will waive the remaining RMB87,600,000 owing by the Group. It was agreed that such payment will constitute full settlement of the Group's payment obligations under the Joint Venture Contract. (2) Secured Loan In addition, as consideration for Sanlian Electronics agreeing to settle the outstanding amount owing by the Group pursuant to the Framework Agreement as described in (1) above, it was agreed that the Group will procure a loan to Sanlian Group in the amount of RMB60,000,000 (the "Loan") for a term of one year. The Loan may be provided by a PRC bank through appropriate arrangement with the Group. The Loan will be interest-free for the first six months from the initial draw down. Thereafter, the Loan will be at an interest rate of 3% per annum from the beginning of the seventh month until the repayment date on 28 April 2006. In the event that the Loan and accrued interest are not repaid in full on the repayment date, default interest will be charged at the rate of 6% per annum. The Loan will be secured by way of a share charge (the "Share Charge") over Sanlian Group's and Sanlian Electronics' interests of approximately 79.1% in aggregate in the registered capital of Shandong Economic Observer Press Co. Ltd. (*) (formerly known as Shandong Yuanchuang Press Development Co. Ltd. (*)) ("Shandong Co."), a limited liability company established under PRC law. In the event that Sanlian Group fails to repay any part of the Loan and accrued interest by the repayment date or in the event of breach of the terms of the Framework Agreement and Sanlian Group fails to repay the Loan and accrued interest within seven days after repayment demand made by the Group, the Group has the right to enforce the Share Charge. The Group and Sanlian Group will arrange to complete all necessary procedures to facilitate the Loan and the Share Charge within two months after the date of the Framework Agreement. PRINCIPAL BUSINESS ACTIVITIES OF SANLIAN ELECTRONICS, SANLIAN GROUP AND SHANDONG CO. Sanlian Electronics is a limited liability company established under the PRC law and its principal business activities include the ownership and operation of a broadband multimedia network in Jinan City, Shangdong Province, the PRC. Sanlian Electronics is owned as to 91% by Sanlian Group. Sanlian Group is a limited liability company established under the PRC law. The principal activities of Sanlian Group include property development and trading of home and office appliances. The principal business activities of Shandong Co. include advertising and circulation operations of The Economic Observer, a newspaper published in the PRC. None of Sanlian Electronics, Sanlian Group or Shandong Co. is connected with any director, chief executive or substantial shareholder of the Company or any of its subsidiaries or an associate of any of them. PRINCIPAL BUSINESS ACTIVITIES OF THE GROUP The Group is principally engaged in (i) media ownership and services which comprise newspaper, magazine and book publishing and the provision of media-related services, (ii) human capital management which comprises recruitment and continuing education media and corporate training services, and (iii) broadband technology and services. REASONS FOR GRANTING THE LOAN In consideration for Sanlian Electronics agreeing to waive the remaining amount of RMB87,600,000 owing by the Group and to settle all other payment obligations by the Group under the Joint Venture