10:09 EMPEROR IHL<02954> - Announcement & Resumption (3) Completion Completion of the Subscription will take place on or before 19th January 2005, being 14 days from the date of the Placing Agreement. Under Rule 14A.31(3)(d) of the Listing Rules, completion of the Subscription is required to take place within 14 days after the date of the Placing Agreement; otherwise Shareholders' approval would be required for the Subscription. The Directors expect that the Placing and the Subscription will not result in less than 25% of the enlarged issued share capital of the Company in public hands. Application for listing Application will be made by the Company to the Listing Committee of the Stock Exchange for granting of the listing of, and permission to deal in, the new Shares of the Subscription. REASON FOR THE PLACING AND SUBSCRIPTION The Company is an investment company and its subsidiaries are principally engaged in property investment and development in Hong Kong, securities brokerage and provision of financial services, furniture retailing, hotel operation and publishing and printing. In view of the current market condition, the Directors consider the Placing and Subscription to be a good opportunity to raise capital for the Company. The Placing and Subscription will enable the Company to broaden its shareholders' base and strengthen the financial position of the Company. The Directors considered that the terms of the Placing and the Subscription were fair and reasonable and they were in the interests of the Company and its Shareholders as a whole. No fund raising exercise were carried out during the twelve months period immediately preceding the date of this announcement. EFFECT ON SHAREHOLDING The effect on the shareholding structure of the Company pursuant to the Placing and the Subscription is set out as follows: Immediately before the Placing and the Subscription Immediately after completion of the Placing but before the completion of the Subscription Immediately after completion of the Placing and the Subscription Number of Shares (%) Number of Shares (%) Number of Shares (%) Charron 645,674,750 516,184,750 645,674,750 (74.79%) (59.79%) (65.04%) Placees 0 129,490,000 129,490,000 (0%) (15.00%) (13.04%) Other public Shareholders 217,618,770 217,618,770 217,618,770 (25.21%) (25.21%) (21.92%) Total 863,293,520 863,293,520 992,783,520 (100%) (100%) (100%) GENERAL MANDATES Since the issue of Subscription Shares utilize most of the Issue Mandate granted to the Directors at the annual general meeting held on 26th August 2004, the Directors will convene the SGM to seek approval of the Independent Shareholders and Shareholders (as the case may be) for the refreshment of the Issue Mandate and the Repurchase Mandate to issue further securities and to repurchase securities not exceeding 20% and 10% respectively of the issued share capital of the Company as at the date of passing such resolutions. An Independent Board Committee will be formed to advise the Independent Shareholders as to the refreshment of the Issue Mandate. An independent financial adviser will be appointed to advise the Independent Board Committee and the Independent Shareholders in this regard. A circular containing the details of the refreshment of the General Mandates, the letter from the Independent Board Committee and the advice from the independent financial adviser together with a notice convening the SGM to approve the refreshment of the General Mandates will be despatched to Shareholders as soon as possible.