11:06 MAXX BIOSCIENCE<00512>-Announcement&Resumption of Trading-4 a discount of approximately 41.5% to the closing price of HK$0.188 per Share as quoted on the Stock Exchange on the Last Trading Day; b) a discount of approximately 37.5% to the average closing price of approximately HK$0.176 per Share for the last ten trading days as quoted on the Stock Exchange up to and including the Last Trading Day; c) a discount of approximately 19.1% to the theoretical ex-entitlement price of HK$0.136 per Share based on the closing price of HK$0.188 per Share as quoted on the Stock Exchange on the Last Trading Day; d) a discount of approximately 77.6% to the interim unaudited consolidated net asset value of HK$0.491 per Share as at 30 June 2004; and. e) a premium of approximately 77.4% to the interim unaudited consolidated net tangible asset value of HK$0.062 per Share as at 30 June 2004. The Subscription Price was determined after negotiations between the Company and the Underwriters, with reference to the prevailing market price of the Shares, the unaudited consolidated net asset value per Share of approximately HK$0.491 as at 30 June 2004, the financial position and performance, the prospects of the Group and the trading volume of the Shares on the Stock Exchange. No trading in nil-paid allotments Under the Open Offer, there will not be trading in nil-paid allotments of Offer Shares. If the Qualifying Shareholders do not participate in the Open Offer and take up the Offer Shares to which they are entitled, other Qualifying Shareholders may apply for the entitlements of any Offer Shares not taken up by those Qualifying Shareholders. Any Offer Shares not taken up by the Qualifying Shareholders will be taken up by the Underwriters pursuant to the Underwriting Agreement at the Subscription Price, which is at a discount to the prevailing market price of the Shares. As a result, the interest of these Qualifying Shareholders not taking up the Offer Shares in the Company will be diluted. Status of the Offer Shares When fully paid, issued and allotted, the Offer Shares will rank pari passu in all respects with the then issued Shares. Holders of the fully paid Offer Shares will be entitled to receive all future dividends and distributions declared, made or paid on or after the Record Date. Share Certificates and refund cheques Subject to the fulfilment of the conditions of the Open Offer, certificates for all the fully-paid Offer Shares and refund cheques in respect of unsuccessful excess applications (if any) are expected to be posted on or before Monday, 14 March 2005 to those who have accepted/applied and paid in full for the Offer Shares at their risk. The Offer Shares will be traded in the board lots of 2,000 Shares. Application for listing and dealings The Company will apply to the Listing Committee of the Stock Exchange for the listing of, and permission to deal in, the Offer Shares following the implementation of the Open Offer. Dealings in the Offer Shares will be subject to the payment of stamp duty in Hong Kong. Underwriting Arrangements As at the Announcement Date, the Underwriters do not hold any shareholding in the Company and are not connected persons (as defined in the Listing Rules) of the Company. Vision Ocean is interested in 130,004,818 Shares, representing approximately 36.32% of the existing issued share capital of the Company as at the Announcement Date. Vision Ocean has undertaken to the Company and the Underwriters to take up the aggregate of 260,009,636 Offer Shares to which it is entitled to accept on an assured basis under the Open Offer. The remaining Offer Shares will be fully underwritten by each of the Underwriters in accordance with their respective Underwritten Shares pursuant to the terms of the Underwriting Agreement as described below. UNDERWRITING AGREEMENT Date: 20 December 2004 Underwriters: Approximate percentage share of Underwritten Shares pursuant to the Underwriting Agreement Get Nice Investment Limited 28.23% Emperor Securities Limited 19.94% Ever-Long Securities Co. Limited 19.94% China Merchant Securities (HK) Co., Limited 9.97% Luen Fat Securities Company Limited 9.97% Kingston Securities Limited 7.97% VC Brokerage Limited 3.98% Total: 100.00%