10:03     <00996>&<01049>-Joint Announcement&Resumption of Trading(3)         

    network of the Group in the PRC. The Board also believes that the         
    capability of AustChina to raise new funds and its strong presence in     
    Beijing and Sydney will help facilitate the Group's expansion into the    
    PRC retail market. AustChina and the Group then join in hand to develop   
    the PRC retail business.                                                  
                                                                              
    Term                                                                      
                                                                              
    The Cooperation Agreement will come into effect on 23 May 2005 and        
    remain in force up to 31 October 2005 unless it is terminated by mutual   
    agreement in writing of Pricerite Development and AustChina. The terms    
    are arrived at arm's length negotiation between Pricerite Development     
    and AustChina. Since the Cooperation Agreement is an exclusive            
    arrangement, it is not in the interest of both parties for a lengthy      
    contract term in case both parties cannot identify or agree on any        
    investment or project under the terms of the agreement.                   
                                                                              
    CN AGREEMENT                                                              
                                                                              
    Date                                                                      
                                                                              
    23 May 2005                                                               
                                                                              
    Parties                                                                   
                                                                              
    Issuer   :   the Company                                                  
                                                                              
    The subscriber   :   AustChina, an independent third party, which is not  
     a connected person of the Company (as defined under the Listing Rules)   
                                                                              
    Conditions                                                                
                                                                              
    The issue of the Convertible Note is conditional upon, among other        
    things,:-                                                                 
                                                                              
    (a)   the Listing Committee of the Stock Exchange granting listing of     
    and permission to deal in the Conversion Shares; and                      
                                                                              
    (b)   the approval of the CN Agreement by the Shareholders in SGM.        
                                                                              
    The Conditions are required to be fulfilled on or before 31 July 2005,    
    or such later date as may be agreed between the Company and AustChina.    
    If the Conditions are not fulfilled by such date, the CN Agreement will   
    terminate without any clause of damages against each other.               
                                                                              
    Completion                                                                
                                                                              
    The CN Agreement shall be completed within 2 business days (or any        
    extended period as agreed by the Company) after the CN Agreement          
    becoming unconditional.                                                   
                                                                              
    CONVERTIBLE NOTE                                                          
                                                                              
    The principal terms of the Convertible Note proposed to be issued are     
    set out below.                                                            
                                                                              
    Principal terms                                                           
                                                                              
    Consideration   :   HK$108,000,000 in cash                                
                                                                              
    Principal amount   :   HK$108,000,000                                     
                                                                              
    Conversion Price   :   HK$0.45 (subject to adjustment) per Conversion     
    Share, determined on an arm's length basis between the Company and        
    AustChina, being:                                                         
                                                                              
    *   about 53.1% discount to the closing price of HK$0.96 per Share on 20  
     May 2005 (the last trading day prior to the date of this announcement);  
                                                                              
                                                                              
    *   about 48.9% discount to the average closing price of about HK$0.88    
    per Share based on the closing prices as quoted on the Stock Exchange     
    for the 5 trading days ended on 20 May 2005;                              
                                                                              
    *   about 51.1% discount to the average closing price of about HK$0.92    
    per Share based on the closing prices as quoted on the Stock Exchange     
    for the 10 trading days ended on 20 May 2005;                             
                                                                              
    *   about 2.2% discount to the average closing price of about HK$0.46     
    per Share based on the closing prices as quoted on the Stock Exchange     
    for the 3 months ended on 20 May 2005;                                    
                                                                              
    *   about 12.5% premium to the average closing price of about HK$0.40     
    per Share based on the closing prices as quoted on the Stock Exchange     
    for the 6 months ended on 20 May 2005;