10:03     <00996>&<01049>-Joint Announcement&Resumption of Trading(5)         

                                                                              
    USE OF PROCEEDS AND THE REASONS FOR THE ISSUE OF THE CONVERTIBLE NOTE     
                                                                              
    The proceeds from the issue of the Convertible Note are intended to be    
    used for developing retail business operations of the Group in the PRC.   
    A potential location of the initial retail business operations in the     
    PRC has been preliminarily proposed to be in Beijing lying directly       
    opposite to the Beijing 2008 Olympic Games' Athletic Registration Centre  
    which is at the heart of the city. However, no legally binding            
    agreement or detailed plan for the retail business operations in the PRC  
    has been reached. Further announcement will be made by the Company        
    according to, and if required by, the Listing Rules if any legally        
    binding agreement in respect of such initial retail business operations   
    or further agreement under the Cooperation Agreement is entered into by   
    the Group.                                                                
                                                                              
    The Directors have considered various ways of fund raising and consider   
    that the issue of the Convertible Note is the most appropriate means of   
    raising additional fund for the Company as it is interest-free with a     
    non-convertible period of 6 months while leaving the Company a            
    conversion right thereunder to allow the Company with a flexibility on    
    redemption or capitalizing the funds from the issue of the Convertible    
    Note. The Directors consider that the issue of the Convertible Note will  
    provide the Company with immediate funding without immediate dilution     
    of the shareholding of the existing Shareholders and, if the conversion   
    rights attached to the Convertible Note are exercised, the capital base   
    of the Company will be enlarged. The proceeds from the issue of the       
    Convertible Note will be used for specific purpose for developing retail  
    business operation of the Group in the PRC which may be identified by     
    the Group as mentioned in the above section headed "Cooperation           
    Agreement", and the purpose of which is different from the purposes of    
    the funds raised in March and April 2005 as disclosed below. The issue    
    of the Convertible Note will allow the Company to capture any investment  
    opportunity (including the one mentioned above) once it has been          
    identified and mutually agreed between Pricerite Development and          
    AustChina.                                                                
                                                                              
    INCREASE IN AUTHORISED SHARE CAPITAL                                      
                                                                              
    In order to facilitate the issue of any Shares that may be issuable       
    (other than the Conversion Shares), an ordinary resolution will be        
    proposed at the SGM to increase the authorised share capital of the       
    Company from 1,500,000,000 Shares to 3,000,000,000 Shares by the          
    creation of an additional 1,500,000,000 Shares.                           
                                                                              
    FINANCIAL INFORMATION ON THE GROUP                                        
                                                                              
    The audited consolidated net losses before and after taxation, minority   
    interest and extraordinary items of the Group for the year ended 31       
    December 2003 were both about HK$29.9 million, and the audited            
    consolidated net losses before and after taxation, minority interest and  
    extraordinary items of the Group for the year ended 31 December 2004      
    were both HK$82.6 million. The audited consolidated net assets of the     
    Group as at 31 December 2004 was about HK$150.3 million.                  
                                                                              
    FUND RAISING OF THE COMPANY FOR THE PAST 12 MONTHS                        
                                                                              
    (1)   In September 2004, the Company completed a rights issue and had     
    raised new capital of around HK$46 million which was used as to           
    approximately HK$25 million for the purchases for the international       
    business, as to HK$15 million for reserve funds for development of        
    international business and as to the remaining HK$6 million for general   
    working capital, being the same purpose as disclosed in the Company's     
    announcement dated 25 August 2004.                                        
                                                                              
    (2)   On 24 March 2005, the Company announced for a new share issue of    
    the new Shares to raise the net proceeds of around HK$23.2 million which  
    were intended to be used as general working capital of the Group. No      
    such fund has been utilised up to the date of this announcement.          
                                                                              
    (3)   On 4 April 2005, the Company announced for a placement of 223       
    million Shares to raise the net proceeds of around HK$65.7 million which  
    were intended to be used for the expansion of the retails business of     
    the Group in Eastern China, Southern China and Northern China and as      
    general working capital for the Group. The issue of the 223 million       
    Shares was completed on 19 May 2005. No such fund has been utilised up