10:30     NGAI HING HONG<01047> - Announcement & Resumption (2)               

    Number of Offer Shares to be   60,000,000 Shares,                         
    issued:                        representing 20% of the                    
                                   existing issued Shares and                 
                                   approximately 16.67% of the                
                                   issued share capital as                    
                                   enlarged by the issue of the               
                                   Offer Shares                               
    Subscription Price:            HK$0.60 per Offer Share                    
                                   payable in full on                         
                                   application                                
                                                                              
                                                                              
                                                                              
    The Company has not conducted any other fund raising exercises            
    within 12 months preceding the date of this announcement and there        
    was no open offer or rights issue made by the Company prior to such       
    12 months period where dealing in respect of such shares issued           
    pursuant thereto commenced within such 12 months period preceding the     
    date of this announcement.                                                
                                                                              
    The Company has adopted a new share option scheme on 5 December           
    2002, by which, 28,500,000 Options had been granted to the executive      
    Directors and other continuous contract employees and were                
    outstanding as at the date of this announcement. As at the date of        
    this announcement, the Company has outstanding and exercisable            
    Options entitling the Option Holders thereof to subscribe for up to       
    an aggregate of 17,000,000 Shares at an exercise price of HK$0.82 per     
    Share prior to the Record Date. Each of the Option Holders of the         
    exercisable Options has given an irrevocable undertaking to the           
    Company that he/she would not exercise their respective Options on or     
    before the Record Date. Save as the Options, as at the date of this       
    announcement, there are no other outstanding convertible note, share      
    option, warrant, derivative or other securities convertible into or       
    exchangeable for the Shares.                                              
                                                                              
    Pursuant to the Underwriting Agreement, the Company has undertaken        
    that it will not, from the date of the Underwriting Agreement to the      
    Record Date, issue any Shares or grant any share options or other         
    securities convertible into, exchangeable for or which carry rights       
    to acquire Shares (other than pursuant to the exercise of the             
    Options).                                                                 
                                                                              
    TERMS OF THE OPEN OFFER                                                   
    Subscription Price of the Offer Shares                                    
    The Subscription Price of HK$0.60 per Offer Share will be payable in      
    full upon acceptance of the provisional allotments. The Subscription      
    Price represents:                                                         
                                                                              
    (i)                                                                       
    a discount of approximately 6.25% to the closing price of HK$0.64         
    per Share as quoted on the Stock Exchange on the Last Trading Day;        
                                                                              
    (ii)                                                                      
    a discount of approximately 9.09% to the average closing price of         
    approximately HK$0.66 per Share for the previous five consecutive         
    trading days as quoted on the Stock Exchange up to and including the      
    Last Trading Day;                                                         
                                                                              
    (iii)                                                                     
    a discount of approximately 9.64% to the average closing price of         
    approximately HK$0.664 per Share for the previous ten consecutive         
    trading days as quoted on the Stock Exchange up to and including the      
    Last Trading Day;                                                         
                                                                              
    (iv)                                                                      
    a discount of approximately 36.84% to the net asset value per Share       
    of approximately HK$0.95 with reference to the latest published           
    audited financial statements of the Group as at 30 June 2004;             
                                                                              
    (v)                                                                       
    a discount of approximately 38.78% to the unaudited consolidated net      
    asset value per Share of the Group of approximately HK$0.98 per Share     
    as at 31 December 2004; and                                               
                                                                              
    (vi)                                                                      
    a discount of approximately 5.21% to the theoretical ex-entitlement       
    price of approximately HK$0.633 per Share based on the closing price      
    per Share as quoted on the Stock Exchange on the Last Trading Day.        
                                                                              
    The theoretical ex-entitlement price is calculated based on the           
    following:                                                                
                                                                              
                                                                              
    (5 x closing price on the Last Trading Day) + (1 x Subscription           
    Price)                                                                    
    (5 + 1)                                                                   
                                                                              
     The Subscription Price was determined                                    
    after arm's length negotiation between the Company and the                
    Underwriter, having regard to the prevailing market conditions, the       
    recent trading volume, the price performance of the Shares and the        
    financial position of the Group. The Board considers that the             
    Subscription Price and the terms and the conditions of the Open Offer     
    to be fair and reasonable and in the best interests of the Company