09:22     KAMBOAT<00318> - Announcement (2)                                   

    respect of the Subscription and the Whitewash Waiver;                     
    (6) the letter of advice from the Independent                             
    Financial Adviser to the Independent Board Committee                      
    and the Independent Shareholders in respect of the                        
    Subscription and the Whitewash Waiver; (7) the                            
    financial information of the Group; and (8) a notice                      
    convening the Extraordinary General Meeting, was                          
    despatched to the Shareholders on 3 May 2005; and                         
                                                                              
    (ii)    the Extraordinary General Meeting to be                           
    convened to consider; if thought fit; to approve the                      
    Subscription, the Whitewash Waiver, the Capital                           
    Reorganisation and the change of the Company's name                       
    will be held at 10:00 a.m. on 26 May 2005. The notice                     
    of the EGM is also published in the newspapers on 4                       
    May 2005.                                                                 
                                                                              
    A statement of unaudited pro forma consolidated net                       
    tangible assets of the Group for the purpose of                           
    illustrating the effect of the Subscription on the                        
    unaudited consolidated net tangible assets of the                         
    Group as at 31 October 2004 as if it had taken place                      
    on 31 October 2004 is set out in Appendix I to the                        
    Circular and reproduced below.                                            
                                                                              
    Shareholders and potential investors of the Shares                        
    should note that the aforesaid statement has been                         
    prepared for illustrative purpose only and, because                       
    of its nature, it may not give a true picture of the                      
    financial position of the Group following the                             
    Completion.                                                               
                                                                              
    The following statement of unaudited pro forma                            
    consolidated net tangible assets of the Group is                          
    prepared based on the unaudited consolidated balance                      
    sheet of the Group as at 31 October 2004 extracted                        
    from the interim report of the Company for the six                        
    months ended 31 October 2004, and adjusted to exclude                     
    intangible assets as described in note (a) below, and                     
    adjusted to account for the issuance of 5,400 million                     
    Shares pursuant to the Subscription, as follows:                          
                                                                              
            Unaudited               Unaudited                                 
    Unaudited                               pro forma               pro forma 
    consolidated net                                consolidated net          
            consolidated                                                      
    tangible assets                 Estimated               tangible assets   
                                                                              
            net tangible                                                      
    of the Group            net proceeds            of the Group              
            assets per Share                                                  
    HK$'000         HK$'000         HK$'000         HK Cents                  
    Notes:  (a)             (b)             (c)                               
                                                                              
    Based on the completion of the issue of                                   
      5,400 million shares at HK$0.01 per Share                               
            89,473          52,500          141,973         2.58              
                                                                              
    Notes:                                                                    
                                                                              
    (a)     The information is extracted from the interim                     
    report of the company for the six months ended 31                         
    October 2004, being the most recent interim period                        
    on which such period ended. As at 31 October 2004,                        
    the unaudited consolidated net asset value of the                         
    Group included goodwill of approximately                                  
    HK$2,994,000. Therefore it is considered as                               
    intangible asset and was adjusted to the unaudited                        
    consolidated net asset value of the Group as at 31                        
    October 2004.                                                             
                                                                              
    (b)     The adjustment reflects the cash injection                        
    based upon the estimated net proceeds of HK$52.5                          
    million in respect of the issue of an aggregate of