09:27     U-RIGHT INT'L<00627> - Announcement & Resumption (5)                

    Termination of the Underwriting Agreement                                 
                                                                              
    If at any time on or before 6:00 p.m. on the second Business Day          
    following the latest date for the acceptance of Offer Shares:             
                                                                              
    (A)        the Underwriter shall become aware of the fact that, or shall  
    have reasonable cause to believe that any of the warranties in the        
    Underwriting Agreement was untrue, inaccurate, misleading or breached,    
    and in each case the same is (in the reasonable opinion of the            
    Underwriter) material in the context of the Open Offer; or                
                                                                              
    (B)        there shall be:                                                
                                                                              
    (i)        any new law or regulation is enacted, or there is any change   
    in existing laws or regulations or any change in the interpretation or    
    application thereof by any court or other competent authority, whether    
    in Hong Kong or elsewhere;                                                
                                                                              
    (ii)        any change in local, national or international financial,     
    political, industrial or economic conditions;                             
                                                                              
    (iii)        any change of an exceptional nature in local, national or    
    international equity securities or currency markets;                      
                                                                              
    (iv)        any local, national or international outbreak or escalation   
    of hostilities, insurrection or armed conflict;                           
                                                                              
    (v)        any moratorium, suspension or material restriction on trading  
    in securities generally on the Stock Exchange;                            
                                                                              
    (vi)        any suspension in the trading of the Shares on the Stock      
    Exchange for a continuous period of seven (7) business days (as defined   
    in the Listing Rules) save for the clearance of the announcement of the   
    Open Offer;                                                               
                                                                              
    (vii)        any change or development involving a prospective change in  
    taxation or exchange controls in Hong Kong or elsewhere                   
                                                                              
    which is or are, in the reasonable opinion of the Underwriter:-           
                                                                              
    (a)        likely to have a material adverse effect on the business,      
    financial position or prospects of the Group taken as a whole; or         
                                                                              
    (b)        likely to have a material adverse effect on the success of     
    the Open Offer or the level of Offer Shares to be taken up; or            
                                                                              
    (c)        so material as to make it inappropriate, inadvisable or        
    inexpedient to proceed further with the Open Offer,                       
                                                                              
    then and, in such case, the Underwriter may, by notice in writing given   
    to the Company on or before 6:00 p.m. on the second Business Day after    
    the latest date for the acceptance of Offer Shares, rescind the           
    Underwriting Agreement and thereupon all obligations of the Underwriter   
    under the Underwriting Agreement shall cease and determine and no party   
    shall have any claim against any other party in respect of any matter or  
    thing arising out of or in connection with the Underwriting Agreement     
    and the Open Offer shall not proceed.                                     
                                                                              
    CONDITIONS OF THE OPEN OFFER                                              
                                                                              
    The Open Offer is conditional upon:                                       
                                                                              
    (a)        the passing of the requisite resolution by the Independent     
    Shareholders (by way of poll) at the SGM approvingthe Whitewash Waiver;   
                                                                              
    (b)        the Executive granting the Whitewash Waiver;                   
                                                                              
    (c)        the passing of a resolution by Shareholders at the SGM         
    approving the increase of the authorised share capital of the Company     
    from HK$200,000,000 to HK$500,000,000 and the Open Offer;                 
                                                                              
    (d)        the delivery to the Stock Exchange and filing and              
    registration with the Registrar of Companies in Hong Kong respectively    
    of one copy of each of the relevant documents each duly certified by any  
    two Directors (or by their agents duly authorised in writing) in          
    compliance with section 342C of the Companies Ordinance (and all other    
    documents required to be attached thereto) and otherwise complying with   
    the requirements of the Companies Ordinance and the Listing Rules one     
    Business Day before the date of the Prospectus;                           
                                                                              
    (e)        the filing and registration with the Registrar of Companies    
    in Bermuda 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 one Business Day before the date of