11:05 MAXX BIOSCIENCE<00512>-Announcement&Resumption of Trading-3 Qualifying Shareholders will be assured of receiving the number of Offer Shares accepted if acceptance is made for a number of Offer Shares equal to or less than the number in their provisional allotments. The Open Offer is conditional on the Underwriting Agreement becoming unconditional and the Underwriters not terminating the Underwriting Agreement by the Latest Time for Termination in accordance with its terms, details of which are set out in the sections headed `Termination of the Underwriting Agreement and force majeure' and `Conditions of the Underwriting Agreement' below. Accordingly, the Open Offer may or may not proceed. Qualifying Shareholders The Company will send the Prospectus Documents to the Qualifying Shareholders only on or about Tuesday, 22 February 2005. To qualify for the Open Offer, a Shareholder shall have an address in Hong Kong which appears on the register of members of the Company on the Record Date. In order to be registered as members of the Company on the Record Date, all transfer of Shares (together with the relevant share certificates) must be lodged with the Company's Registrar and its transfer office at Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong not later than 4:00 p.m. on Thursday, 17 February 2005 pursuant to the expected timetable. The Prospectus Documents are expected not to be registered under the applicable securities legislation of any jurisdictions other than Hong Kong and Bermuda. Rights of Excluded Shareholders Having reviewed the register of members and based on its register of members as at the Announcement Date, the Company noted that none of the Shareholders has maintained address outside Hong Kong on the Company's register of members. If at any time before or on the Record Date, there is any Shareholder, who maintain address overseas on the Company's register of members, the Company will seek legal opinion as soon as practicable regarding the feasibility of extending the Open Offer to such Shareholders. If based on the legal advice, the Directors consider that it is necessary or expedient not to offer the Offer Shares to such Shareholders on account of the legal restrictions under the relevant laws and/or the requirements of any relevant regulatory body or stock exchange in that place, the Open Offer will not be available to such Shareholders and the Open Offer will be excluded from such Shareholders. In this connection, documents to be issued in connection with the Open Offer will only be registered under the applicable securities legislation of Hong Kong and Bermuda but not such overseas jurisdictions. In the event that there are any Excluded Shareholders, the Company will send copies of the Prospectus to such Excluded Shareholders for their information only, but will not send any Assured Allotment Letter and Excess Application Form for Offer Shares to Excluded Shareholders. The Excluded Shareholders, if any, will be entitled to vote at the SGM to consider the Open Offer. Closure of register of members The register of members of the Company is expected to be closed from Friday, 18 February 2005 to Tuesday, 22 February 2005, both dates inclusive, to determine entitlements to participate in the Open Offer. No transfer of shares will be registered during this period. Application for excess Offer Shares Under the Open Offer, Qualifying Shareholders may apply for any entitlements of the Excluded Shareholders and any Offer Shares not taken up by the Qualifying Shareholders. Application can be made by completing the Excess Application Form for excess Offer Shares and lodging the same with a separate remittance for the excess Offer Shares being applied for. The Directors will allocate the excess Offer Shares at their discretion and on a fair and equitable basis in proportion to the number of excess Offer Shares applied for by the respective Qualifying Shareholders under the Excess Application Forms and the detailed allocation basis for the excess applications is expected to be announced in the announcement of results of the Open Offer on Monday, 14 March 2005. Fractions of Offer Shares Given the Open Offer is on the basis of two Offer Shares for every Share held by Qualifying Shareholders on the Record Date, there will be no fractions of Offer Shares. The Offer Shares, after the completion of the Open Offer, will continue to be traded in the existing board lot of 2,000 Shares. Subscription price for the Offer Shares Subscription Price of HK$0.11 per Offer Share will be payable in full when a Qualifying Shareholder accepts the Offer Shares, which price represents: a)