09:32 GORIENT<00729> - Announcement & Resumption (2) Group or any of their respective associates (as defined under the Listing Rules). The Vendor will pay China Everbright a placing commission of 3.50% of the Placing Price per Share for the Placing Shares, a trading fee at the rate of 0.005% of the Placing Price, a transaction levy and investor compensation levy at the aggregate rate of 0.007% of the Placing Price and the relevant fees charged by Hong Kong Securities Clearing Company Limited in respect of CCASS transactions. In addition, the Vendor will pay all seller's stamp duty at the rate of HK$1.00 per HK$1,000 of the Placing Price or any part thereof and fixed duty on the instruments of transfer. Placees: The placees (which will be six or more individual, corporate and/or institutional investors) will be independent investors who are neither a director, chief executive or substantial shareholder of the Company or any of its subsidiaries or their respective associates, nor are connected or acting in concert (as defined in the Code on Takeovers and Mergers) with the Company or any director, chief executive or substantial shareholder of the Company or any of its subsidiaries or their respective associates. China Everbright has confirmed to the Company that no placee will become a substantial shareholder of the Company as a result of the Placing. Placing price: HK$0.08 per Placing Share. This price was agreed after arm's length negotiations and represents (i) a discount of approximately 19.19% to the closing price of HK$0.099 per Share quoted on the Stock Exchange on 4 January 2005, being the last trading day of the Shares immediately before the Suspension Date; and (ii) a discount of approximately 0.74% under the average closing price of approximately HK$0.0806 per Share as quoted on the Stock Exchange from 29 December 2004 to 4 January 2005, both dates inclusive, being the last five trading days of the Shares immediately before the Suspension Date. The Directors consider that the terms of the Placing are fair and reasonable based on the current market conditions and in the interests of the Company and its shareholders as a whole. Rights The Placing Shares are sold fully paid up and free and clear from all liens, charges and encumbrances, claims, options and third party rights and together with all rights attaching thereto at the date of completion including the right to receive all dividends or other distributions which may be declared, made or paid on the Placing Shares on or after the date of completion. Number of existing Shares to be placed Up to 260,000,000 Shares to be placed, representing approximately 17.72% of the existing issued share capital of the Company of 1,467,177,166 Shares and approximately 15.05% of the issued capital of the Company as enlarged by the issue of up to 260,000,000 new Shares under the Top-up Subscription (assuming no outstanding options are exercised). The Placing will be done on a best efforts basis by China Everbright. Completion of the Placing The Placing is unconditional. Completion will take place on 12 January 2005. B. TOP-UP SUBSCRIPTION OF UP TO 260,000,000 NEW SHARES A top-up subscription agreement dated 6 January 2005 between the Vendor and the Company containing the following terms: Subscriber: The Vendor Number of new Shares to be subscribed for: The Company will issue up to 260,000,000 new Shares and the Vendor will subscribe for them, representing approximately 17.72% of the existing issued share capital of the Company and approximately 15.05% of the issued share capital of the Company as enlarged by the issue of the Top-up Subscription Shares under Top-up Subscription (assuming no outstanding options are exercised). Top-up Subscription Price: