10:02 <00996>&<01049>-Joint Announcement&Resumption of Trading(2) Date 23 May 2005 Parties (1) Pricerite Development, a wholly-owned subsidiary of the Company; and (2) AustChina, an independent third party, which is not a connected person of the Company (as defined under the Listing Rules). Details of the Cooperation Agreement The Cooperation Agreement is an exclusive arrangement between Pricerite Development and AustChina. Pricerite Development will, with the joint force of AustChina, be responsible for identifying investment opportunities and projects relating to retail business in the PRC especially in Beijing, Shanghai and Guangzhou and preparing business plans in respect of investment opportunities and projects identified. Pricerite Development is a vehicle of the Group to develop the retail business in China. Before entering into the Cooperation Agreement, Pricerite Development did not maintain material business activities. The group of AustChina, being the holding company of AustChina and its subsidiaries, specializes in supply and support of technologies, such as telecommunication, information technology solutions and innovations, through partnership with Australian companies, and facilitates the localization of specialized products to meet the specific needs of the China market. They are experienced in the areas of communication transmission equipment, telecommunication carriers and mobile service providers, the finance and banking sector and rail and air transportation. AustChina is an Australian private investment firm promoting a range of Australian products, such as technological related products and services, that target markets with high growth potential in China, and also engages in private investment in Beijing and Sydney. AustChina will be responsible for providing or soliciting investors to provide the funds required for developing the retail business in the PRC of up to A$100 million without any referral fees or commission payable by Pricerite Development under the Cooperation Agreement. AustChina will also be responsible for the management of investors without any management fees payable by Pricerite Development thereafter. To the best knowledge of the Directors, AustChina does not fix or set aside a fund for the purpose of its private investments and it has not indicated to the Group any example of its private investments. The Company and CASH have undertaken that the funds will not be procured from any investor who is a connected person (as defined under the Listing Rules) of both the Company and CASH. If AustChina or any investors procured by AustChina is interested in any investment opportunities and projects identified by Pricerite Development ("Proposed Investment Projects"), both parties will discuss on the details of the investment including without limitation to the amount of the investment and the form of the investment. Once the detailed terms relating to the investment and amount of the investment are mutually agreed by the parties, AustChina or the investors identified by AustChina will provide the fund for investment of up to A$100 million. The investment in any of the Proposed Investment Projects will be made through investment in the Company or any of its subsidiaries or associated companies with the form of such investment to be mutually agreed by the parties. AustChina has not provided any guarantee to the Company if no investors can be identified or the investment amount is less than A$100 million. Pricerite Development shall provide or procure its group companies to provide support for implementing the Proposed Investment Projects including all aspects of operations, management, arrangement of product supply, sales, back office and systems support. Save as disclosed in this announcement, no investor or any other investment opportunity has been identified or any formal plan has been developed at the moment. Reason for the Cooperation Agreement The Directors believe that there are ample opportunities to develop retail business in the PRC especially in Beijing, Shanghai and Guangzhou. AustChina also solicits private investors to invest in the PRC and Sydney, and believes that it may be able to solicit investors to invest in the retail business of the Group in the PRC with the retail experience, well-established supply-chain infrastructure, and retail