09:42 STARBOW<00397> - Announcement (2) Listing Rules) of the Company; and (ii) is independent of the other Placees of the Company and its connected persons. No Placees will become substantial Shareholders upon the completion of the Placing. Placing Shares The Placing Shares represent about 20.00% of the existing issued share capital of the Company of 735,796,853 Shares and about 16.67% of the Company's issued share capital of 882,936,853 Shares as enlarged by the Placing. The Placing Shares will rank, upon issue, pari passu in all respects with the Shares in issue on the date of allotment and issue of the Placing Shares. Placing Price The Placing Price was fixed on the day of which the Company and the Placing Agent entered into the Placing Agreement, i.e. 30 November 2004. The Placing Price of HK$0.045 represents (i) a discount of about 19.64% to the closing price of HK$0.056 per Share as quoted on the Stock Exchange on 30 November 2004, being the last trading day of this announcement and the date on which the terms of the Placing is fixed; and (ii) a discount of about 19.64% to the average of the closing price per Share of HK$0.056 as quoted on the Stock Exchange for the last five trading days days immediately prior to the date of this announcement on 30 November 2004. 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 favourable market sentiment and in the interests of the Company and its Shareholders as a whole. General Mandate The Placing Shares will be issued under the general mandate ("General Mandate") to allot, issue and deal with Shares granted to the Directors by resolution of the Shareholders passed at the annual general meeting (the "AGM") of the Company held on 30 August 2004 subject to the limit up to 20% of the issued share capital of the Company as at the date of passing the resolution at the AGM (i.e. 735,796,853 Shares). As at the date of this announcement, none of the new Shares has been issued under the General Mandate. Conditions of the Placing Completion of the Placing is conditional upon: (i) the Listing Committee of the Stock Exchange granting approval for the listing of, and permission to deal in, the Placing Shares; and (ii) the obligations of the Placing Agent becoming unconditional and not being terminated in accordance with the terms of the Placing Agreement, including provisions regarding force majeure event. Termination and force majeure The Placing Agreement may be terminated by the Placing Agent if at any time at or before 10:00 a.m. on the date for completion of the Placing Agreement, there occurs: (i) the introduction of any new law or regulation or any change in existing laws or regulations (or the judicial interpretation thereof) or other occurrence of any nature whatsoever which may, in the reasonable opinion of the Placing Agent, materially and adversely affect the business or the financial or trading position or prospects of the Group as a whole; or (ii) the occurrence of any local, national or international event or change (whether or not forming part of a series of events or changes occurring or continuing before and/or after the date hereof) of a political, military, financial, economic, currency (including a change in the system under which the value of the Hong Kong currency is linked to the currency of the United States of America) or other nature (whether or not sui generis with any of the foregoing), or in the nature of any local, national, international outbreak or escalation of hostilities or armed conflict, or affecting local securities market or the occurrence of any combination of circumstances which may, in the reasonable opinion of the Placing Agent, materially and adversely affect the business or the financial or trading position or prospects of the Group as a whole or adversely prejudices the success of the Placing of the Shares by potential investor(s) or otherwise makes it inexpedient or inadvisable for the Company or the Placing Agent to proceed with the Placing; or