10:03 EMPEROR (CHINA)<02955> - Announcement & Resumption (3) After the Rights Issue (assuming all Shareholders have fully subscribed for their entitlements under the Rights Issue) but before the Subscription and the Vessel Acquisition After the Rights Issue (assuming all Shareholders have fully subscribed for their entitlements under the Rights Issue) and the Subscription but before the Vessel Acquisition After the Rights Issue (assuming all Shareholders have fully subscribed for their entitlements under the Rights Issue), the Subscription and the Vessel Acquisition No. of Shares % No. of Shares % No. of Shares % No. of Shares % Worthly Strong 34,113,100 25.83 204,678,600 25.83 204,678,600 24.83 204,678,600 22.04 Vessel Vendor - - - - - - 104,409,000 11.24 Subtotal 34,113,100 25.83 204,678,600 25.83 * 204,678,600 24.83 @ 309,087,600 33.28 # Subscriber - - - - 31,950,000 3.88 31,950,000 3.44 Public 97,955,730 74.17 587,734,380 74.17 587,734,380 71.29 587,734,380 63.28 Total 132,068,830 100.00 792,412,980 100.00 824,362,980 100.00 928,771,980 100.00 * If none of the Shareholders (except Worthly Strong) has subscribed for its entitlements under the Rights Issue and Emperor Securities is required to fully take up its underwriting commitment under the Underwriting Agreement, the aggregate shareholding in the Company to be held by Worthly Strong and Emperor Securities will be 64.92%. @ If none of the Shareholders (except Worthly Strong) has subscribed for its entitlements under the Rights Issue and Emperor Securities is required to fully take up its underwriting commitment under the Underwriting Agreement, the aggregate shareholding in the Company to be held by Worthly Strong and Emperor Securities will be 62.41%. # If none of the Shareholders (except Worthly Strong) has subscribed for its entitlements under the Rights Issue and Emperor Securities is required to fully take up its underwriting commitment under the Underwriting Agreement, the aggregate shareholding in the Company to be held by Worthly Strong, the Vessel Vendor and Emperor Securities will be 66.63%. USE OF PROCEEDS FROM THE SUBSCRIPTION After deducting the estimated expenses in relation to the Subscription, the gross proceeds and net proceeds from the Subscription will be approximately HK$92 million and such costs and expenses in relation to the Subscription will be borne by the Company. The Company intends to apply the net proceeds from Subscription for general working capital and future business development of the Group. The Company is looking for investment in hotel-casino projects in Russia. The Company is still conducting its feasibility study on the investment potentials. REASON FOR THE SUBSCRIPTION The Directors believe that the Subscription is a good opportunity for the Company to broaden its shareholders base and will provide working capital for its future business opportunities. SPECIAL GENERAL MEETING A special general meeting of the Company will be convened to approve the Subscription Agreement FUND RAISING ACTIVITIES CONDUCTED AND/OR ANNOUNCED IN THE PAST 12 MONTHS As set out in the Rights Issue Announcement, pursuant to a placing agreement dated 16 November 2004, China Everbright Securities (HK) Limited agreed to place 2,200,000 shares of HK$0.001 each of the Company before the Share Subdivision at a placing price of HK$10.00 per share of HK$0.001 each of the Company (equivalent to HK$1.00 per Share). On completion of such placing on 6 December 2004, the net proceeds derived from such placing amounted to approximately HK$21.3 million, approximately HK$10.3 million of which were used for general working capital of the Group as previously stated in the Rights Issue Announcement and the remaining balance of approximately HK$11 million has not yet been used.