11:26     IPE GROUP<00929> - Announcement & Resumption (3)                    

    the consolidated net asset value per Share of                             
    approximately HK$0.588 per Share as at 31 December                        
    2004.                                                                     
                                                                              
    Rights                                                                    
    The Placing Shares will be sold free of any liens,                        
    charges, encumbrances and other third party rights.                       
                                                                              
    Completion of the Placing                                                 
    The Placing is unconditional. As at the date of this                      
    announcement, the Company was informed that all the                       
    Placing Shares have been placed to not less than six                      
    investors and that completion of the Placing is                           
    expected to take place on 18 May 2005. To the best                        
    knowledge of the Directors and the Placing Agent, as                      
    at the date of this announcement, no placee will                          
    become a substantial Shareholder upon completion of                       
    the Placing.                                                              
                                                                              
    SUBSCRIPTION AGREEMENT DATED 10 MAY 2005                                  
    The Issuer                                                                
    The Company                                                               
                                                                              
    The Subscriber                                                            
    Tottenhill, which, as at the date of this announcement,                   
    is interested in approximately 74.48% of the existing                     
    issued share capital of the Company. Immediately                          
    after completion of the Placing, the total                                
    shareholding of Tottenhill will be reduced to                             
    approximately 54.49% of the existing issued share                         
    capital of the Company. The Subscription will then                        
    increase the total shareholding of Tottenhill to                          
    approximately 62.08% of the issued share capital of                       
    the Company as enlarged by the allotment and issue                        
    of the Subscription Shares.                                               
                                                                              
    Number of Subscription Shares                                             
    The number of Subscription Shares shall be                                
    100,000,000 Shares. The Subscription Shares                               
    represent approximately 19.99% of the existing issued                     
    share capital of the Company and approximately 16.66%                     
    of the issued share capital of the Company as enlarged                    
    by the allotment and issue of the Subscription Shares.                    
                                                                              
    Subscription Price                                                        
    The subscription price is HK$1.15 per Subscription                        
    Share, which is equivalent to the Placing Price. In                       
    line with the market practice, the Company will bear                      
    all costs and expenses of the Subscription and will                       
    reimburse Tottenhill all costs and expenses incurred                      
    by Tottenhill in respect of the Placing because it                        
    is the fund raising conducted by the Company. Based                       
    on the estimated expenses for the Placing and the                         
    Subscription, the net subscription price is                               
    approximately HK$1.115 per Share.                                         
                                                                              
    Rights                                                                    
    The Subscription Shares, when allotted and issued,                        
    will rank equally in all respects among themselves                        
    and with the Shares in issue on the date of allotment                     
    and issue of the Subscription Shares.                                     
                                                                              
    Mandate to issue the Subscription Shares                                  
    The Subscription Shares are to be issued under the                        
    general mandate to allot, issue and deal with Shares                      
    granted to the Directors by a written resolution of                       
    the then sole Shareholders, Tottenhill, passed on 12                      
    October 2004. Under the said general mandate, up to                       
    100,000,000 Shares, representing 20% of the issued                        
    Shares immediately after completion of the IPO, may                       
    be issued by the Company.                                                 
                                                                              
    Conditions of the Subscription