11:39     RUILI HOLD<00491>&HANNY HOLDINGS<00275>-Joint Ann.&Resume-15        

    (iii)  the passing at the SGM of the resolutions to approve the           
    Convertible Notes Subscription Agreement and the issue of the relevant    
    Convertible Notes, the allotment and issue by the Company of the          
    Conversion Shares, the Capital Reorganisation and the Rights Issue;       
                                                                              
    (iv)  the Capital Reorganisation becoming effective;                      
                                                                              
    (v)  the completion of the Rights Issue; and                              
                                                                              
    (vi)  fulfilment of the conditions precedent under the Acquisition        
    Agreement (apart from the condition precedent in relation to completion   
    of the Rights Issue and the Convertible Notes Subscription).              
                                                                              
    In respect of the approval for the Convertible Notes Subscription at      
    the SGM mentioned in condition (iii) above, only the Independent          
    Shareholders are entitled to vote.                                        
                                                                              
    In the event that any of the above conditions precedents (which have      
    not previously been waived by Hanny) have not been fulfilled on or        
    before 5:00 p.m. on 31 July 2005 (or such later date as may be agreed     
    by the parties in writing), the Convertible Notes Subscription            
    Agreement shall lapse and be of no further effect and no party to the     
    Convertible Notes Subscription Agreement shall have any claim against     
    or liability or obligation to other parties under the Convertible Notes   
    Subscription Agreement.                                                   
                                                                              
    Completion of the Convertible Notes Subscription                          
                                                                              
    Completion shall take place at 4:00 p.m. on the fourth business day       
    following the date on which Hanny is notified by the Company of           
    fulfilment of all the conditions precedent.                               
                                                                              
    THE CONVERTIBLE NOTES PLACING                                             
                                                                              
    The Convertible Notes Placing Agreement                                   
                                                                              
    Date:  21 April 2005                                                      
                                                                              
    Parties:  Issuer:                                                         
                                                                              
      The Company                                                             
                                                                              
      Placing Agent:                                                          
                                                                              
      Tai Fook, who is not a connected person of the Company.                 
                                                                              
    The Placing Agent will receive a placing commission of 2.5% on the        
    gross proceeds from the Convertible Notes Placing, which will be          
    payable by the Company upon completion of the Convertible Notes Placing.  
                                                                              
    Placees                                                                   
                                                                              
    Pursuant to the Convertible Notes Placing Agreement, the Placing Agent    
    will procure placees, on a best effort basis, to subscribe in cash for    
    the Convertible Notes up to the principal amount of HK$130 million. On    
    the assumption that all the HK$130 million Convertible Notes are          
    successfully placed by the Placing Agent, the net proceeds raised from    
    the Convertible Notes Placing (after expenses including placing           
    commission and professional fees) is approximately HK$126.5 million. It   
    is expected that no less than six placees will be procured by the         
    Placing Agent for the subscription of the Convertible Notes under the     
    Convertible Notes Placing. The Company will make a further announcement   
    on the final size of the Convertible Notes Placing once it is confirmed.  
                                                                              
    All the placees and their respective ultimate beneficial owners will      
    not be connected persons of the Company.                                  
                                                                              
    Conditions of the Convertible Notes Placing                               
                                                                              
    Completion of the Convertible Notes Placing is conditional upon, among    
    others, fulfilments of the following conditions:                          
                                                                              
    (i)  the Listing Committee of the Stock Exchange having granted (either   
    unconditionally or subject only to conditions to which the Company and    
    the Placing Agent do not reasonably object) listing of and permission     
    to deal in the Conversion Shares;                                         
                                                                              
    (ii)  the Stock Exchange having approved (either unconditionally or       
    subject only to conditions to which the Company and the Placing Agent     
    do not reasonably object) the issue of the Convertible Notes, or the      
    Company not having received any objection from the Stock Exchange to      
    the issue of the Convertible Notes;                                       
                                                                              
    (iii)  the passing at the SGM of the resolutions to approve the