09:28     E2-CAPITAL<00378> - Announcement & Resumption (2)                   

    approximately 26.04% of the issued share capital of                       
    the Company. The Proposed Transaction will therefore                      
    constitute a connected transaction of the Company                         
    within the meaning of Rule 14A.13(3) of the Listing                       
    Rules as it is a transaction for the benefit, albeit                      
    indirectly, of a connected person (i.e. Mr. Wong).                        
                                                                              
    The Company does not control the board of SBSA                            
    Securities and has no intention to control the board                      
    of SBSA Securities after the Proposed Reorganization.                     
    SBSA Securities remains as a subsidiary of SBI                            
    E2-Capital Limited and is managed independently by                        
    the management of the SBI E2-Capital Group. As SBSA                       
    Securities remains an associated company of the                           
    Company after the Proposed Reorganization, there will                     
    be Rule 13.16 implications on the provision of the                        
    Indemnity. As the Maximum Indemnified Amount,                             
    together with the guaranteed amounts under various                        
    guarantees to other affiliated companies of the                           
    Company (details of which were disclosed by the                           
    Company in an announcement dated 21st October, 2004)                      
    is in excess of 8% of the consideration test under                        
    Rule 14.07 of the Listing Rules, the Company is also                      
    making disclosure of the relevant information in                          
    compliance with Rule 13.16 of the Listing Rules.                          
                                                                              
    The Company will despatch to the Shareholders as soon                     
    as practicable a circular containing, among others,                       
    further information in respect of the Proposed                            
    Transaction, the recommendation of the Independent                        
    Board Committee, a letter of advice from an                               
    independent financial adviser and a notice for                            
    convening the SGM. The votes of the Independent                           
    Shareholders at the SGM will be taken by poll. To the                     
    best knowledge and belief of the Directors, Mr. Wong,                     
    Softbank and their respective associates will be                          
    required to abstain from voting at the SGM.                               
                                                                              
    At the request of the Company, trading in the Shares                      
    on the Stock Exchange was suspended with effect from                      
    2:30 p.m. on 25th May, 2005 pending release of this                       
    announcement. An application has been made by the                         
    Company for the resumption of trading in the Shares                       
    on the Stock Exchange with effect from 9:30 a.m. on                       
    30th May, 2005.                                                           
                                                                              
    BACKGROUND                                                                
    SBSA Holdings was incorporated in Singapore in                            
    September 2004 and is owned indirectly as to 49%, 49%                     
    and 2% by the Company, Softbank and Mr. Wong                              
    respectively. SBSA Holdings has allotted and issued                       
    two shares with an aggregate value of S$2.00                              
    (equivalent to approximately HK$9.50) and has no                          
    business activities since incorporation. SBSA                             
    Securities, a wholly-owned subsidiary of SBSA                             
    Holdings, was incorporated in Singapore in October                        
    2004. SBSA Securities allotted and issued 1 share for                     
    cash at par of S$1.00 (equivalent to approximately                        
    HK$4.75) to SBSA Holdings in October 2004. Subject                        
    to the approval to be granted by the MAS, SBSA Holdings                   
    will undergo a reorganization resulting in the                            
    Company, Softbank and Mr. Wong indirectly interested                      
    in 69.4%, 29.4% and 1.2% respectively of the issued                       
    share capital of SBSA Securities. The Company,                            
    through its wholly-owned subsidiary, Goodwill                             
    Investment (BVI) Limited, will subscribe for shares                       
    in SBSA Holdings representing 40% of the enlarged                         
    issued share capital of SBSA Holdings for a                               
    consideration of S$2 million (equivalent to                               
    approximately HK$9.5 million). Apart from this, it                        
    is envisaged no other capital commitment will be made                     
    to SBSA Holdings. As at the date of this announcement,                    
    no subscription