11:08 MAXX BIOSCIENCE<00512>-Announcement&Resumption of Trading-9 EXPECTED TIMETABLE The expected timetable for the Open Offer is set out below:- (Note) 2005 Despatch of circular in relation to the SGM to the Shareholders Thursday, 27 January Latest time for lodging forms of proxy for the SGM 10:00 a.m. on Monday, 14 February Last day of dealings in Shares on a cum-entitlement basis Tuesday, 15 February First day of dealings in Shares on a ex-entitlement basis Wednesday, 16 February SGM 10:00 a.m. on Wednesday, 16 February Latest time for lodging transfer of Shares for entitlement to the Open Offer 4:00 p.m. on Thursday, 17 February Book closure period (both days inclusive) Friday, 18 February to Tuesday, 22 February Record Date Tuesday, 22 February Despatch of Prospectus Documents Tuesday, 22 February Register of members re-opens Wednesday, 23 February Latest time for payment for and acceptance of the Offer Shares 4:00 p.m. on Tuesday, 8 March Result of acceptance of the Offer Shares available Wednesday, 9 March Open Offer becomes unconditional 4:00 p.m. on Friday, 11 March Announcement on results of the Open Offer appears on newspaper Monday, 14 March Despatch of refund cheques in respect of unsuccessful excess applications Monday, 14 March Despatch of Share certificates for Offer Shares on or before Monday, 14 March Dealings in Offer Shares expected to commence Wednesday, 16 March Note: All times refer to Hong Kong local times. Dates or deadlines specified in this announcement for events in the timetable for (or otherwise in relation to) the Open Offer are indicative only and may be exercised or varied by agreement between the Company and the Underwriters. Any consequential changes to the expected timetable will be published by way of public announcement. REASONS FOR THE OPEN OFFER AND USE OF PROCEEDS The Group is principally engaged in (i) investment holding; (ii) manufacturing, trading and distribution of health products, health drinks and pharmaceutical products; and (iii) development of drug products. According to Company's 2003 Annual Report, the Group recorded audited net loss attributable to Shareholders of approximately HK$88 million. The loss attributable to Shareholders for the six months ended 30 June 2004 and 2003 are approximately of HK$23 million and HK$16 million respectively. In order to enhance the earning base and profit potential of the Group, the Company has been actively seeking for investment opportunities that could contribute positively to the Group. As at the Announcement Date, no specific investment items have been concluded yet. In light of the above and given the recently improved equity market conditions, the Board considers that it is in the interest of the Company to raise equity capital to improve the gearing position and reduce the indebtedness of the Group whilst allowing the Qualifying Shareholders the opportunity to maintain their respective shareholdings in the Company. The Board considers the terms of the Open Offer are fair and reasonable to Shareholders as a whole. The estimated net proceeds of the Open Offer is approximately HK$77.0 million, of which approximately HK$70.2 million will be used for the Early Redemption and the balance of approximately HK$6.8 million will be used for working capital purpose. Upon redemption of the Convertible Notes and the Promissory Notes, the gearing position of the Group will be improved and the Group's financial position will be strengthened, facilitating the development of its business in the future. Having considered (i) other means available to the Group for fund raising such as debt financing and other equity financing, including placing of shares; (ii) the current financial position of the Group; and (iii) the current market situation, the Directors consider that