14:40 DAO HENG BANK<0223>-Announcement & Resumption of Trading (5) The purchase price for the New Shares in respect of which the Options are exercised will be paid within five business days of the date of exercise of the relevant Option. Prior to the exercise of the Options, the Offeror shall procure that, in respect of each period of six months ending on 30 June or 31 December, Dao Heng Group shall except to the extent that doing so would cause Dao Heng Bank Limited to breach the liquidity or capital adequacy requirements imposed on it under the Banking Ordinance pay to its shareholders a dividend of not less than 45% of the consolidated net profit of Dao Heng Group attributable to shareholders in respect of such period, and the Offeror shall then pay to its shareholders as dividends within three business days after receipt by it of the entire amount received by it. This percentage shall be increased or decreased if doing so would cause the absolute amount of the dividends to represent 45% of the consolidated net profits of Dao Heng Group attributable to its shareholders which would have been earned (applying the same accounting principles as those applied by Dao Heng Group before the date of this Announcement) from the carrying on by Dao Heng Group and its subsidiaries of their business in the ordinary course in accordance with practice applicable prior to the date of this Announcement and disregarding the effect of any changes attributable to restructuring adjustments or other exceptional matters, including goodwill and transfer pricing. DBS shall renounce (or procure that there is renounced) in favour of each person whose New Shares are acquired by DBS upon exercise of any Option the dividend payable by the Offeror in respect of the six months ended on the date on which the Option is exercised. The Offeror shall ensure that the dividend shall be payable in respect of such period in accordance with the foregoing provisions of this paragraph. Compulsory Acquisition To the extent applicable and pursuant to the compulsory acquisition power under the Companies Act, if the Offeror acquires not less than 90 per cent in value of the Dao Heng Group Shares in respect of which the Offer is made, it is the intention of the Offeror to exercise its rights under the provisions of Section 102 of the Companies Act to compulsorily acquire those Dao Heng Group Shares not acquired by the Offeror pursuant to the Offer, and then proceed to withdraw the listing of Dao Heng Group Shares from the Stock Exchange. Alternatively, if the Offeror acquires not less than 95 per cent of the issued share capital of Dao Heng Group Shares, whether pursuant to the Offer or otherwise, it is the intention of the Offeror to exercise its rights under the provisions of Section 103 of the Companies Act to compulsorily acquire all those Dao Heng Group Shares not held at that time by the Offeror, and then proceed to withdraw the listing of Dao Heng Group from the Stock Exchange. Pursuant to the Takeovers Code, the Offer may not remain open for more than 4 months from the date of posting the Offer Document (as defined below), unless the Offeror has by that time become entitled to exercise such powers of compulsory acquisition. Maintaining the Listing If the Offeror does not acquire the requisite percentage of Dao Heng Group Shares in order to compulsorily acquire all the issued Dao Heng Group Shares within 4 months from the despatch of the Offer Document (as defined below), its intention is to maintain the listing of Dao Heng Group on the Stock Exchange. Accordingly, assuming the Offer becomes unconditional in all respects but the Offeror does not effect the compulsory acquisition, the Offeror will undertake to the Stock Exchange to take appropriate steps following the close of the Offer to ensure that such number of Dao Heng Group Shares as may be required by the Stock Exchange are held by the public. DBS Group Holdings Limited, the parent of DBS, also controls DBS Kwong On Bank Limited (DBS Kwong On Bank), a licensed bank in Hong Kong. Any future transactions between Dao Heng Group and the DBS Kwong On Bank and their respective subsidiaries will be carried out on arm's length basis. Further information on the competing business interests of DBS and the Offeror as the controlling shareholder of Dao Heng Group will be provided in the Offer Document (as defined below) in accordance with the Listing Rules. The Stock Exchange has stated that, in the event that less than 25 per cent of Dao Heng Group Shares are in public hands following the closing of the Offer and the Offeror does not otherwise acquire the remaining Dao Heng Group Shares, it will closely monitor trading in Dao Heng Group Shares. If the Stock Exchange believes that a false market exists or may exist in Dao Heng Group Shares, and that there are insufficient Dao Heng Group Shares in public hands to maintain an orderly market, then it will give consideration to exercising its discretion to suspend dealings in Dao Heng Group Shares. The Stock Exchange has also stated that, if Dao Heng Group remains a public company listed on the Stock Exchange, any further acquisitions or disposals by Dao Heng Group will be subject to the provisions of the Listing Rules. Pursuant to the Listing Rules, the Stock Exchange has the discretion to require Dao Heng Group to issue a circular to its shareholders where any acquisition or disposal by Dao Heng Group is proposed, irrespective of the size of such acquisition or disposal and, in particular, where such acquisition or disposal represents a departure from the principal activities of Dao Heng Group. The Stock Exchange also has the power, pursuant to the Listing Rules, to aggregate a series of acquisitions or disposals by Dao Heng Group and any such acquisitions or disposals may, in any event, result in Dao