09:29     E2-CAPITAL<00378> - Announcement & Resumption (5)                   

    Nature: To counter-indemnify the Company with their                       
    respective liabilities in the same proportion as                          
    their respective beneficial interests in SBSA                             
    Securities to cover the Company's additional                              
    liabilities in the event of actual loss suffered or                       
    amount paid out by the Company in connection with the                     
    lawful performance of its obligations under the                           
    Indemnity.                                                                
                                                                              
    Indemnified amounts:    (i)     for Softbank, 29.4% of                    
    any amount paid out by the Company pursuant to the                        
    Indemnity, subject to the maximum limit of S$7.35                         
    million (equivalent to approximately HK$34.9 million)                     
    (i.e. 29.4% of the Guaranteed Amount); and                                
                                                                              
    (ii)    for Mr. Wong, 1.2% of any amount paid out by the                  
    Company pursuant to the Indemnity, subject to the                         
    maximum limit of S$300,000 (equivalent to                                 
    approximately HK$1.425 million) (i.e. 1.2% of the                         
    Guaranteed Amount),                                                       
                                                                              
    plus any interest or expenses actually incurred on                        
    or paid by the Company in respect of the Indemnity                        
    in the same proportion as their respective beneficial                     
    interests in SBSA Securities.                                             
                                                                              
    The indemnifying obligations of Softbank and Mr. Wong                     
    are several, and not joint and several.                                   
                                                                              
    Period to be covered:   Concurrent with the period to                     
    be covered under the Guarantee and the                                    
    Counter-indemnities cannot be terminated or                               
    withdrawn without the prior written consent of the                        
    Company.                                                                  
                                                                              
    Each of the Directors confirms that, to the best of                       
    their knowledge and belief and having made all                            
    reasonable enquiries, (i) the terms of the Indemnity                      
    will be made on normal commercial terms which are no                      
    less favourable to the Company than terms available                       
    from other independent third parties; (ii) the Bank                       
    will be independent of and not a connected person of                      
    the Company and any of its connected persons (as                          
    defined in the Listing Rules); (iii) the fees to be                       
    paid by SBSA Holdings to the Company for providing                        
    the Indemnity will be made on normal commercial terms;                    
    (iv) the Counter-indemnities will be made on normal                       
    commercial terms and on arms length basis; and (v)                        
    the Company and the Softbank Group are not connected                      
    with each other (within the meaning of the Listing                        
    Rules) except that Softbank holds beneficial                              
    interests of approximately 5.68% of the issued share                      
    capital of the Company and the Company holds                              
    beneficial interests of approximately 4.28% of the                        
    issued share capital of Softbank as well as an                            
    indirect interest in the convertible notes issued by                      
    SIIS Treasury Limited, a wholly-owned subsidiary of                       
    Softbank, in a total principal amount of HK$19                            
    million.                                                                  
                                                                              
    REASONS FOR ENTERING INTO THE PROPOSED TRANSACTION                        
    AND EFFECT ON THE COMPANY                                                 
    Subsequent to the disposal of the remaining 10.92%                        
    interest in Westcomb Financial Group Limited                              
    (formerly known as SBI E2-Capital Holdings Limited)                       
    which is a company listed on the SESDAQ of the                            
    Singapore Exchange Securities Trading Limited in                          
    January 2005 to realize the Group's investment, the                       
    Group no longer has any foothold in Singapore for the                     
    provision of financial services in that region. In                        
    order to maintain the presence of the SBI E2-Capital                      
    brand in Singapore and to complement the financial                        
    services to be provided to the Group's