09:28     E2-CAPITAL<00378> - Announcement & Resumption (4)                   

    the following principal terms:                                            
                                                                              
    The Guarantee                                                             
    Date:   To be executed after obtaining approval from the                  
    Independent Shareholders at the SGM and within three                      
    months from the date of the conditional approval                          
    letter issued by the MAS mentioned in the section                         
    headed "Background" above, being 12th August, 2005.                       
                                                                              
    Guarantor:      The Bank (which will be independent of and                
    not being a connected person of the Company within                        
    the meaning of the Listing Rules).                                        
                                                                              
    Guaranteed Amount:      Not more than S$25 million                        
    (equivalent to approximately HK$118.75 million).                          
                                                                              
    In favour of:   MAS.                                                      
                                                                              
    Nature: To comply with regulatory requirement of the                      
    MAS.                                                                      
                                                                              
    Period to be covered:   One calendar year from date of                    
    execution and for successive periods of one year                          
    thereafter unless either the Bank or MAS serves a                         
    notice of non-renewal upon the other party and the                        
    Guarantee may not be amended, withdrawn or terminated                     
    without the prior written consent of MAS.                                 
                                                                              
    Fees:   The relevant expenses or commission to be paid                    
    by the Company in obtaining the Guarantee will not                        
    be more than 1% per annum of the Guaranteed Amount.                       
                                                                              
    The Indemnity                                                             
    Date:   To be executed after obtaining approval from the                  
    Independent Shareholders at the SGM.                                      
                                                                              
    Indemnifier:    The Company.                                              
                                                                              
    Beneficiary:    The Bank.                                                 
                                                                              
    Nature: To indemnify the Bank with its liabilities                        
    in the event of actual loss suffered or amount paid                       
    out by the Bank in connection with the lawful                             
    performance of its obligations under the Guarantee.                       
                                                                              
    Maximum Indemnified     The Guaranteed Amount plus                        
    any interest or expenses actually incurred on or paid                     
    out by                                                                    
      Amount:       the Bank in respect of the Guarantee.                     
                                                                              
    Security:       The Company will pledge a deposit in an                   
    amount of not more than the Guaranteed Amount to the                      
    Bank.                                                                     
                                                                              
    Fees:   Upon execution of the Indemnity, SBSA Holdings                    
    will pay a fee of 1% per annum based on the Guaranteed                    
    Amount to the Company for providing the Indemnity.                        
    The amount payable to the Company shall be calculated                     
    and settled semi-annually by SBSA Holdings.                               
                                                                              
    Period to be covered:   Concurrent with the period to                     
    be covered under the Guarantee.                                           
                                                                              
    The Counter-indemnities                                                   
    Date:   To be executed upon execution of the Indemnity.                   
                                                                              
    Indemnifiers:   (i)     Softbank; and                                     
    (ii)    Mr. Wong.                                                         
                                                                              
    Beneficiary:    The Company.