09:33 GOLDEN HARVEST<01132> - Announcement & Resumption (3) TERMS OF THE RIGHTS ISSUE Subscription Price for the Rights Shares The Subscription Price will be HK$0.250 per Rights Share, payable in full by the Qualifying Shareholders upon acceptance of the provisional allotment of the Rights Shares under the Rights Issue or application for excess Rights Shares. The Subscription Price represents: 1. a discount of 5.66% to the closing price of HK$0.265 per Share as quoted on the Stock Exchange on the Last Trading Day; 2. a discount of about 4.58% to the theoretical ex-rights price of about HK$0.262 per Share based on that closing price of HK$0.265 per Share as quoted on the Stock Exchange on the Last Trading Day; and 3. a discount of about 6.37% to the average closing price of about HK$0.267 per Share as quoted on the Stock Exchange for the last ten Trading Days up to and including the Last Trading Day. The Subscription Price was arrived at after arm's length negotiations between the Company and FB Gemini with reference to the prevailing market conditions. The Directors consider the terms of the Rights Issue to be fair and reasonable and in the best interests of the Company and the Shareholders as a whole. The Directors also consider that the discounted price for each Rights Share as compared to the recent market prices should encourage the Shareholders to participate in the Rights Issue. Status of the Rights Shares The Rights Shares, when allotted, issued and fully paid, will rank pari passu in all respects with the then existing Shares in issue. Holders of such Rights Shares will be entitled to receive all future dividends and distributions which are declared, made or paid after the date of allotment and issue of the Rights Shares. Certificates for Rights Shares and refund cheques Subject to the fulfillment of the conditions of the Rights Issue, certificates for all fully-paid Rights Shares are expected to be posted on or before Friday, 28 January 2005 to those who have accepted or where applicable to apply for, and paid for the Rights Shares, by ordinary post at their own risk, and refund cheques in respect of wholly or partially unsuccessful applications for excess Rights Shares are also expected to be posted on or before Friday, 28 January 2005 by ordinary post to the applicants at their own risk. Rights of Excluded Shareholders The Prospectus Documents will not be registered under the applicable securities legislation of any jurisdiction other than Hong Kong and Bermuda. The Company is in the process making enquiries regarding the feasibility of extending the Rights Issue to the Shareholders with registered addresses outside Hong Kong. If based on legal opinions provided by the legal advisors, the Directors consider that it is necessary or expedient not to offer the Rights Shares to any particular Shareholder on account either of the legal restrictions under the laws of the place of his registered address or the requirements of the relevant regulatory body or stock exchange in that place, the Rights Issue will not be available to such Excluded Shareholder. The Company will send copies of the Prospectus to such Excluded Shareholder for his information only, but the Company will not send any provisional allotment letters and forms of application for excess Rights Shares to such Excluded Shareholder. Arrangements will be made for the Rights Shares which would otherwise have been provisionally allotted to such Excluded Shareholder to be sold in the market in their nil-paid form as soon as practicable after dealings in the nil-paid Rights Shares commence, if a premium (net of expenses) can be obtained. The proceeds of such sale, less expenses, will be paid pro rata to the relevant Excluded Shareholder in Hong Kong dollars. The Company will retain individual amounts of HK$100 or less for its own benefit.