09:32 GORIENT<00729> - Announcement & Resumption (3) HK$0.08 per Top-up Subscription Share. The Company will bear the costs and expenses in connection with the Placing and the Top-up Subscription. The estimated expenses for the Placing and the Top-up Subscription will be approximately HK$0.9 million, resulting in the net price of approximately HK$0.077 per Top-up Subscription Share. General Mandate to issue Top-up Subscription Shares The Top-up Subscription Shares will be issued pursuant to the General Mandate. Upon completion of the Top-up Subscription, there will be 8,699,433 Shares remaining under the General Mandate. At the AGM, it was also approved that the authorized share capital of the Company be increased to HK$500,000,000 divided into 50,000,000,000 Shares which is sufficient for the Top-up Subscription. There will be 1,727,177,166 Shares in issue, representing approximately 3.45% of the authorized share capital of the Company, upon completion of the Top-up Subscription. Ranking of the Top-up Subscription Shares The Top-up Subscription Shares, when fully paid, will rank equally with the Shares in issue or to be issued at the time of issue and allotment of the Top-up Subscription Shares. Use of Proceeds The net proceeds from the Top-up Subscription of approximately HK$19.9 million will be used by the Group as to 30% as working capital and 70% for any future possible acquisition of the Group, which is yet to be identified. Condition of the Top-up Subscription The Top-up Subscription is conditional upon: (a) completion of the Placing; and (b) the Listing Committee of the Stock Exchange granting listing of, and permission to deal in, the Top-up Subscription Shares to be issued under the Top-up Subscription. Completion Under the Listing Rules, the Top-up Subscription must be completed within 14 days from the date of the Placing Agreement, that is, on or before 19 January 2005 (or such later date as the Company and the Vendor may agree subject to compliance with all requirements in relation to connected transaction under the Listing Rules), failing which the Top-up Subscription shall cease and terminate. Application for listing Application will be made by the Company to the Stock Exchange to grant the listing of and permission to deal in the Top-up Subscription Shares. C. Effects of the Placing and the Top-up Subscription The shareholding structure of the Company immediately before completion of the Placing, immediately after completion of the Placing but before completion of the Top-up Subscription, and immediately after completion of both the Placing and the Top-up Subscription are and will be as follows: Shares held Shares held Shares held immediately before immediately after immediately after the Placing the Placing but the Placing and and the Top-up before the Top-up the Top-up Subscription Subscription Subscription (approximate (approximate (approximate shareholding) shareholding) shareholding) (Note 1) (Note 1) (Note 1) The Vendor (Note 2) 516,867,920 256,867,920 516,867,920 (35.23%) (17.51%) (29.93%) CITIC International Assets 208,000,000 208,000,000 208,000,000 Management Limited (14.18%) (14.18%) (12.04%) Gouw Hiap Kian 5,240,000 5,240,000 5,240,000 (personal interest) (0.36%) (0.36%) (0.30%) Lo Mun Lam, Raymond 2,400,000 2,400,000 2,400,000 (Note 3) (0.16%) (0.16%) (0.14%)