09:27 FORTUNA INT'L<00530>-Announcement&Resumption of Trading (2) (2) Resumption of trading At the request of the Company, trading in Shares on the Stock Exchange was suspended from 10:05 a.m. on Monday, 29 November 2004 pending the release of this announcement. Application has been made by the Company to the Stock Exchange for the resumption of trading in Shares on the Stock Exchange with effect from 9:30 a.m. on Wednesday, 1 December 2004. THE PLACING AGREEMENT Date 29 November 2004 Parties involved The Placing Agent and the Vendor Placing Agent Kingston Securities Limited is the Placing Agent and will receive a placing commission of 1.5% on the gross proceeds of the Placing paid by the Company, which was arrived at after arm's length negotiations between the Company and the Placing Agent. The Placing Agent is not a connected person (as defined in the Listing Rules) of the Company. Placees Not less than six placees (the "Placees") which will be independent individual, corporate and/or institutional investors, and who and whose ultimate beneficial owners will not be connected person(s) (as defined in the Listing Rules) of the Company and will be independent third parties and not connected with any of the directors, chief executive or substantial shareholder(s) of the Company or any of its subsidiaries or their respective associates. Placing Price The Placing Price of HK$0.015 represents (i) a discount of about 6.25% to the closing price of HK$0.0160 per Share as quoted on the Stock Exchange on the Last Trading Date; (ii) a discount of about 10.71% to the average closing price per Share of about HK$0.0168 as quoted on the Stock Exchange for the last five trading days up to and including the Last Trading Date; and (iii) a premium of about 6.38% over the average closing price per Share of HK$0.0141 as quoted on the Stock Exchange for the last ten trading days up to and including the Last Trading Date . The Placing Price was negotiated on an arm's length basis between the Company and the Placing Agent. The Directors consider that the terms of the Placing are fair and reasonable based on the current market conditions and in the interests of the Company and its Shareholders as a whole. The Placing Shares The Placing Shares of 1,170,000,000 Shares represent (i) about 9.93% of the existing issued share capital of the Company divided into 11,781,818,226 Shares; and (ii) about 9.03 % of the issued share capital of the Company divided into 12,951,818,226 Shares as enlarged by the Top-Up Subscription. Ranking of Placing Shares The Placing Shares rank pari passu among themselves and with Shares in issue as at the date of this announcement. Condition of the Placing The Placing is unconditional. THE TOP-UP SUBSCRIPTION AGREEMENT Date 29 November 2004 Parties involved The Company and the Vendor The Top-Up Subscription Price The Top-Up Subscription Price is HK$0.015 per Share. The Top-Up Subscription Price is the same to the Placing Price and was determined after arm's length negotiation between the Company and the Vendor with reference to the Placing Price of the Placing Shares. Number of Top-Up Subscription Shares The number of Top-Up Subscription Shares is equivalent to the number of Placing Shares, being 1,170,000,000.