09:14 ORIENTAL UNION<01182> - Announcement & Resumption (2) The Placing Price which was arrived at after arm's length negotiations between the Company and the Placing Agent and represents: (i) a discount of approximately 21.88 per cent. to the closing price of HK$0.128 per Share as quoted on the Stock Exchange on 26 November 2002, being the date of the Placing Agreement; (ii) a discount of approximately 26.47 per cent. to the average closing price of approximately HK$0.136 per Share as quoted on the Stock Exchange for the last ten trading days prior to and including 26 November 2002; and (iii) a discount of approximately 55.95 per cent. to the audited consolidated net assets value of the Group of approximately HK$0.227 per Share as at 31 March 2002 (on the basis of 1,521,541,315 Shares in issue as at 31 March 2002). Mandate to issue the Placing Shares The Placing Shares will be issued under the general mandate granted to the Directors at the special general meeting of the Company held on 30 August 2002. Ranking of the Placing Shares The Placing Shares, when fully paid, will rank pari passu in all respects with the Shares in issue at the date of allotment of the Placing Shares. Condition of the Placing The Placing is conditional upon the Listing Committee of the Stock Exchange granting the listing of, and permission to deal in, the Placing Shares. In the event that the above condition is not fulfilled on or before 31 January 2003 or such other date as may be agreed between the Company and the Placing Agent in writing, the Placing Agreement will lapse and be of no further effect. Further announcement will be made by the Company as and when appropriate. Application for listing Application will be made by the Company to the Listing Committee of the Stock Exchange for granting the listing of, and permission to deal in, the Placing Shares. Completion Completion of the Placing will take place before the tenth business day after fulfillment of the condition referred to in the paragraph headed "Condition of the Placing" (or such later date as the Company and the Placing Agent may agree in writing). Reason for the Placing and use of proceeds The Directors, including independent non-executive Directors, consider that the Placing represents a good opportunity to raise capital for the Company while broadening the shareholders base and the capital base of the Company. The Directors consider that the Placing is in the best interest of the Company. The net proceeds to be raised from the Placing in the amount of up to approximately HK$29 million will be used for the making of future investment if appropriate opportunity arises. In the event that no appropriate investment opportunity is identified by the Group, the net proceeds will be retained by the Group for general working capital purpose. Currently, the Company has not identified any investment opportunity in any new projects which are considered appropriate to the Group. Substantial shareholder's interest in the Company The effective shareholding of Sincere Bonus Investment Ltd., the single largest shareholder of the Company and a company wholly owned by Mr. Hon Ming Kong, an executive Director, will be diluted from 16.80 per cent. to 14.03 per cent. upon completion of the Placing. Shareholders of the Company and potential investors are advised to exercise caution in dealing in the Shares. GENERAL At the request of the Company, trading in the securities of the Company was suspended with effect from 9:30 a.m. on 27 November 2002 pending the