10:31     NGAI HING HONG<01047> - Announcement & Resumption (5)               

    expected to materially and adversely affect the Company; or               
                                                                              
    (e)                                                                       
    any adverse change in market conditions (including without                
    limitation, any change in fiscal or monetary policy, or foreign           
    exchange or currency markets, suspension or material restriction or       
    trading in securities) occurs;                                            
                                                                              
    2.                                                                        
    the Underwriter shall receive notification pursuant to the                
    Underwriting Agreement of, or shall otherwise become aware of, the        
    fact that any of the representations or warranties contained in the       
    Underwriting Agreement was, when given, untrue or inaccurate in any       
    material respect or would be untrue or inaccurate in any material         
    respect if repeated as provided in the Underwriting Agreement and the     
    Underwriter shall in its absolute opinion determine that any such         
    untrue representation or warranty is likely to have a materially          
    prejudicial effect on the Open Offer; or                                  
                                                                              
    3.                                                                        
    any change occurs in the circumstances of the Company or any member       
    of the Group which would materially and adversely affect the              
    prospects, business, financial or trading position of the Group taken     
    as a whole including without limiting the generality of the foregoing     
    the presentation of a petition or the passing of a resolution for the     
    liquidation or winding up or similar event occurring in respect of        
    any member of the Group or the destruction of any material asset of       
    the Group; or                                                             
                                                                              
    4.                                                                        
    the Company commits any breach of or omits to observe any of the          
    obligations or undertakings expressed to be assumed by it under the       
    Underwriting Agreement in any material respect which breach or            
    omission would have a material and adverse effect on the prospects,       
    business, financial or trading position of the Group taken as a           
    whole; or                                                                 
                                                                              
    5.                                                                        
    the occurrence of any event, or series of events, beyond the control      
    of the Underwriter (including, without limitation, acts of                
    government, strike, lock-outs, fire, explosion, flooding, civil           
    commotion, acts of war, acts of terrorism or acts of God) which in        
    its absolute opinion has or would have the effect of materially and       
    adversely affecting the Open Offer.                                       
                                                                              
    If the Underwriter terminates the Underwriting Agreement, the Open        
    Offer will not proceed.                                                   
                                                                              
    CONDITIONS OF THE OPEN OFFER                                              
    The Open Offer is conditional upon the following conditions:              
    (a)                                                                       
    the filing with the Registrar of Companies in Bermuda of one copy of      
    each of the Prospectus Documents duly signed by all Directors or by       
    one of the Directors on behalf of all Directors in compliance with        
    the Companies Act (and all other documents required to be attached        
    thereto) and otherwise complying with the requirements of the             
    Companies Act 1981 of Bermuda on or before Thursday, 26 May 2005;         
                                                                              
    (b)                                                                       
    the delivery to the Stock Exchange for authorisation and the              
    registration with the Registrar of Companies in Hong Kong                 
    respectively of one copy of each of the Prospectus Documents, each        
    duly certified by two Directors (or by their agents duly authorised       
    in writing), and all other documents required to be attached thereto      
    and otherwise complying with the requirements of the Companies            
    Ordinance (Chapter 32 of the Laws of Hong Kong) and the Listing Rules     
    on or before Thursday, 26 May, 2005;                                      
                                                                              
    (c)                                                                       
    the posting of copies of the Prospectus Documents to the Qualifying       
    Shareholders on or before Thursday, 26 May, 2005;                         
                                                                              
    (d)                                                                       
    delivery to the Company and the Underwriter on 9 May 2005 the             
    undertaking letters described in the sub-section headed `Intention of     
    the controlling Shareholder and other Shareholders' above; and            
                                                                              
    (e)                                                                       
    the Listing Committee granting (either unconditionally or subject to      
    conditions) and not having withdrawn or revoked, the listing of and       
    permission to deal in the Offer Shares on or before 5:00 p.m. on          
    Monday 13 June, 2005.                                                     
                                                                              
    If the conditions referred to above are not fulfilled on or before        
    the time and dates specified above (or such other time and date(s) as     
    the Company and the Underwriter may mutually agree), the Underwriting     
    Agreement will cease and terminate and the Open Offer will not            
    proceed.                                                                  
                                                                              
    WARNING OF RISKS OF DEALING IN SHARES                                     
    If the Underwriter terminates the Underwriting Agreement, or if the       
    conditions of the Underwriting Agreement have not been fulfilled in       
    accordance with the terms thereof, the Open Offer will not proceed.       
    Shareholders and potential investors should therefore exercise