10:04 <00996>&<01049>-Joint Announcement&Resumption of Trading(7) liability and which securities are listed on the main board of the Stock Exchange "CASH SGM" the special general meeting of CASH to be held to approve the deemed disposal of interest in the Company by CASH as a result of allotment and issue of the Conversion Shares by the Company upon conversion of any part of the Convertible Note into Conversion Shares "CASH Shareholders" holders of shares of CASH "CN Agreement" the agreement entered into between the Company and AustChina on 23 May 2005 in relation to the proposed issue of the Convertible Note "Cooperation Agreement" the agreement entered into between Pricerite Development and AustChina on 23 May 2005 in relation to the proposed cooperation to develop retail business in the PRC "CIGL" Celestial Investment Group Limited, a company incorporated in the British Virgin Islands with limited liability and is the controlling Shareholder, and a wholly-owned subsidiary of CASH "Company" Pricerite Group Limited, a company incorporated in Bermuda with limited liability, the shares of which are listed on the main board of the Stock Exchange "Conditions" the conditions of the CN Agreement as set out in the sub-section headed "Conditions" in this announcement "Conversion Price" HK$0.45 (subject to adjustment) per Conversion Share "Conversion Share(s)" the new Shares issuable upon the conversion of any part of the Convertible Note "Convertible Note" the convertible note of the initial principal amount of HK$108,000,000 to be convertible into Shares at the Conversion Price proposed to be issued by the Company, and which terms are set out in the section headed "CN Agreement" in this announcement "Directors" directors of the Company "Group" the Company and its subsidiaries "Listing Rules" Rules Governing the Listing of Securities on the Stock Exchange "PRC" the People's Republic of China "Pricerite Development" Pricerite Development Limited, a wholly-owned subsidiary of the Company "SGM" the special general meeting of the Company to be held to approve, inter alia, the CN Agreement "Share(s)" share(s) of HK$0.02 each in the share capital of the Company "Shareholder(s)" holder(s) of the Shares "Stock Exchange" The Stock Exchange of Hong Kong Limited "A$" Australian dollar(s) "HK$" Hong Kong dollar(s) On behalf of the Board On behalf of the board of CASH Bankee P Kwan Bankee P Kwan Chairman Chairman As at the date hereof, the executive directors of the Company are Mr Kwan Pak Hoo Bankee, Mr Law Ping Wah Bernard, Ms Kwok Lai Ling Elaine, Mr Leung Siu Pong James, Mr Li Yuen Cheuk Thomas, and the independent non-executive directors are Dr Hui Ka Wah Ronnie, Mr Lai Wai Kwong Daryl and Mr Lo Ming Chi Charles. As at the date hereof, the executive directors of CASH are Mr Kwan Pak Hoo Bankee, Mr Law Ping Wah Bernard, Mr Wong Kin Yick Kenneth, Mr Miao Wen Hao Felix, Ms Kwok Oi Kuen Joan Elmond, Mr Li Yuen Cheuk Thomas, the independent non-executive directors are Dr Chan Hak Sin, Mr Leung Ka Kui Johnny and Mr Wong Chuk Yan. Hong Kong, 25 May 2005