09:36 CHINA SCI-TECH<00985> - Announcement & Resumption (4) 4. Heritage International Holdings Limited and Dr. Ho Hung Sun Stanley are part of the public Shareholders. USE OF PROCEEDS The gross proceeds from the Placing will be about HK$97.5 million. The net proceeds from the Top-up Subscription of about HK$94.5 million will be used for possible further investment in Shuanghuan by capital contribution in or acquisition of the registered capital of Shuanghuan and/or for property investment in Macau for retail or commercial purposes when opportunities are identified and as the Directors think appropriate. The Company confirms that, up to the date of this announcement, no negotiation has been commenced for the possible further investment in Shuanghuan with Shuanghuan Holdings nor for any property investment in Macau. In the event that no appropriate investment opportunity is identified by the Group, the net proceeds of about HK$94.5 will be retained for the general working capital purpose. As at the date of this announcement, there is no specific investment project identified by the Group. The net proceeds raised per Top-Up Subscription Share upon the Completion of Top-Up Subscription will be HK$0.0388 per Shares. REASONS FOR THE TOP-UP PLACING, SUBSCRIPTION AND NEW SHARES PLACING The Directors consider the timing of the fund rising by the Placing and Top-up Subscription is appropriate in view of the favourable economic condition and stock market sentiment and the Placing will be attractive to the potential investors. Besides, the Directors consider that the possible further investment in Shuanghuan and/or for property investment in Macau for retail or commercial purposes will provide a good return to the Company and is in the interest to the Company and the Shareholders as a whole. The Directors consider that the Placing and the Top-up Subscription represent an opportunity to raise capital for the Company while broadening the shareholder base and the capital base of the Company. Please also refer to the announcement dated 18 November 2004 and the circular dated 31 December 2004 in relate to, amongst other things, the acquisition of the 25% of the registered capital of in Shuanghuan which constitutes a very substantial acquisition for the Company under the Listing Rules subject to the approval of the Shareholders at the EGM under Rule 14.49 of the Listing Rules to be held on 19 January 2005. GENERAL The principal activities of the Company are investment in properties and securities through its subsidiaries. As at the date of this announcement, it is the Directors' intention to maintain the principal activities of the Group. The Directors consider the terms of the Placing Agreement and Top-up Subscription are fair and reasonable and in the interests of the Company and the Shareholders as a whole. The Top-Up Subscription Shares, when issued and fully paid, will rank pari passu amongst themselves and with Shares in issue at the time of issue and allotment of the Top-Up Subscription Shares. As at the date of this announcement, the Company has four executive Directors and three independent Non-executive Directors. The Executive Directors are Mr. Chiu Kong, Mr. Kwan Kam Hung, Jimmy, Mr. Hui Richard Rui and Mr. Wang Guangtian. The independent non-executive Directors are Mr. Ong Peter, Mr. Miu Frank H. and Mr. Yu Pan. FUNDS RAISED BY THE COMPANY DURING THE 12 MONTHS IMMEDIATELY PRECEDING THE DATE OF THIS ANNOUNCEMENT The following table summaries the capital raising activities of the Group for the 12 months immediately before the date of this announcement: Date of Event Net Intended Actual use announcement proceeds use of the of net (approximate net proceeds as ly) proceeds at the date of this announcement 13 February Issue of HK$21.7 milli General (i) 2004 the 2% on working approximatel convertible capital y HK$20 redeemable million was notes due 2 used as years after investment the date of in issue convertible notes of another company listed on the Stock Exchange;