09:29     E2-CAPITAL<00378> - Announcement & Resumption (7)                   

    of the Listing Rules. The votes of the Independent                        
    Shareholders at the SGM will be taken by way of a 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.                       
                                                                              
    GENERAL DISCLOSURE PURSUANT TO RULE 13.16 OF THE                          
    LISTING RULES                                                             
    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.                     
    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.                                                            
                                                                              
    A summary of the Maximum Indemnified Amount and                           
    guaranteed amounts in relation to the provision of                        
    guarantees to various affiliated companies is set out                     
    as follows:                                                               
                                                                              
    Attributable    Guaranteed                                                
    equity interest amount/                                                   
    held/to be held         Maximum                                           
    directly/indirectly     Indemnified                                       
    Name of the affiliated companies        by the Company                    
            Amount  Total                                                     
                    HK$'000                                                   
                                                                              
    Approved by Shareholders:                                                 
      SBI E2-Capital Securities Limited     34%     HK$105                    
    million 105,000                                                           
      SBI E2-Capital Brokerage Limited      34%     HK$28                     
    million 28,000                                                            
      SBI E2-Capital Commodities Limited    34%     HK$10                     
    million 10,000                                                            
        (together the "Affiliated Companies")                                 
                                                                              
    To be approved by Shareholders:                                           
      SBSA Securities       69.4%   S$25 million    118,750                   
                                                                              
    Total                   261,750                                           
                                                                              
    The terms of the guarantee provided by the Company                        
    to a bank for banking facilities given to the                             
    Affiliated Companies have been set out in the                             
    Company's announcement dated 21st October, 2004. As                       
    at the date of this announcement, no banking                              
    facilities are being utilized by the Affiliated                           
    Companies which are guaranteed by the Company.                            
                                                                              
    In the event of the enforcement of the Indemnity by                       
    the Bank against the Company, the Company will satisfy                    
    any outstanding amount due under the Indemnity from                       
    its internal resources.                                                   
                                                                              
    Save as disclosed in this announcement, the Company                       
    has not provided any financial assistance or                              
    guarantee to any of the affiliated companies.                             
                                                                              
    GENERAL                                                                   
    The principal activities of the Group are