09:34 GOLDEN HARVEST<01132> - Announcement & Resumption (6) 4. the Company commits any breach of or omits to observe any of the obligations or undertakings expressed to be assumed by it under the Underwriting Agreement which breach or omission would have a material adverse effect on the business, financial or trading position of the Group as a whole; or 5. any event, or series of events, beyond the control of FB Gemini (including, without limitation, acts of government, strike, lock-outs, fire, explosion, flooding, civil commotion, acts of war or acts of God) occurs which in the reasonable opinion of FB Gemini has or would have the effect of making any part of the Underwriting Agreement (including underwriting) incapable of performance in accordance with its terms or which prevents the processing of applications and/or payments pursuant to the Rights Issue or pursuant to the underwriting thereof, then and, in such case, FB Gemini may, by notice in writing given to the Company on or before 4:00 p.m. on the third Business Day following the latest date for acceptance of the Rights Shares, terminate the Underwriting Agreement. Upon termination of the Underwriting Agreement, the Rights Issue will not proceed. WARNING OF THE RISKS OF DEALING IN SHARES AND NIL-PAID RIGHTS SHARES Existing Shares will be dealt with on an ex-rights basis from Thursday, 16 December 2004. To qualify for the Rights Issue, a Qualifying Shareholder's name must appear on the register of members of the Company on the Record Date, which is currently expected to be Wednesday, 22 December 2004. In order to be registered as members of the Company on the Record Date, any transfers of Shares (with the relevant share certificates) must be lodged for registration by 4:00 p.m. on Friday, 17 December 2004. The Rights Shares are expected to be dealt with in their nil-paid form from Friday, 24 December 2004 to Thursday, 6 January 2005, both days inclusive. If FB Gemini terminates the Underwriting Agreement, or the conditions of the Underwriting Agreement are not fulfilled, the Rights Issue will not proceed. Any dealings in the Shares or Rights Shares in their nil- paid form from now up to the date on which all conditions of the Underwriting Agreement are fulfilled are accordingly at the investors' own risk. Any Shareholder or other person contemplating any selling or purchasing of the Shares or Rights Shares in their nil-paid form, who is in doubt of his/her position, is recommended to consult his/her own professional adviser. EFFECTS ON SHAREHOLDING STRUCTURE The following is the shareholding structure of the Company immediately before and after completion of the Rights Issue, assuming no Share Options have been exercised prior to the completion of the Rights Issue: Immediately before completion of the Rights Issue Immediately after completion of the Rights Issue (assuming all Qualifying Shareholders take up their entitlements under the Rights Issue) Immediately after completion of the Rights Issue (assuming no Qualifying Shareholder takes up his/her/its entitlement under the Rights Issue) Shares % Shares % Shares % (approximately) (approximately) (approximately) Chow Ting Hsing, Raymond (Note 1) 250,537,223 24.11% 313,171,527 24.11% 250,537,223 19.29% Li Ka-shing (Note 2) 178,054,000 17.13% 222,567,500 17.13% 178,054,000 13.71% Typhoon Music (PRC) Limited (Note 3) 155,000,000 14.91% 193,750,000 14.91% 155,000,000 11.93% PAMA Group Inc. 123,284,027 11.86% 154,105,033 11.86% 123,284,027 9.49% FB Gemini 0 0.00% 0 0.00% 259,821,875 20.00% Public 332,412,250 31.99% 415,515,315 31.99% 332,412,250 25.58% Total 1,039,287,500 100.00% 1,299,109,375 100.00% 1,299,109,375 100.00%