09:19 UNITY INV HOLD<00913> - Announcement & Resumption (2) The 15,998,000 Subscription Shares represent approximately 4.17% of the issued share capital of the Company of 384,000,005 on the date of this announcement and approximately 4% of the issued share capital of the Company, as enlarged by the issue of the Subscription Shares. As at the date of this announcement, the Company has no outstanding Share options, convertible notes or warrants. Completion of the Agreement is conditional upon the Listing Committee of the Stock Exchange granting the listing of and permission to deal in the Subscription Shares. If the condition is not fulfilled by 31st January 2005, the Placing Agent shall return the refundable deposit to the Investor without interest and the Agreement shall terminate that the parties shall have no further claims against each other, save for antecedent breaches. Application will be made to the Listing Committee of the Stock Exchange for the listing of and permission to deal in the Subscription Shares. The Subscription Shares will be issued under the AGM Issue Mandate for which the Company has not utilized before. The AGM Issue Mandate is sufficient to cover the issue of the Subscription Shares . The Shares outstanding within the AGM Issue Mandate in the amount of 41,602,000 represents approximately 10.83% and approximately 10.4% respectively of the issued Share as at the date of this announcement and as enlarged by the Subscription Shares. To the best of the Directors' knowledge information and belief having made all reasonable enquiries, Mr. Chau Tuk Shun, the Investor is not Connected Persons (as such term is defined in the Listing Rules) or related to Connected Persons (as such term is defined in the Listing Rules) of the Company save and except that the Investor holds 68,000 Shares as at the date of this announcement. The Investor is one of the senior management of a company that owned a passenger vessel to engage in the operation of the casino, entertainment and the related business in international waters. The Investor does not have any present intention to appoint any representative to the board of directors of the Company or to take part in the management of the Company. Moreover, the Investor does not have any present intention to inject business and or asset into the Company. After completion of the subscription, the Investor will not become "substantial shareholders" of the Company (as such term is defined in the Listing Rules). Based on the register maintained by the Company under the Securities and Futures Ordinance as at the date of this Announcement, the shareholding of the Company before and after the issue of the Subscription Shares is as follows: As at the date of this After the issue of the Announcement Subscription Shares Name of Shareholder Number of shares % Number of shares % Collier Assets Limited (Note 1) 38,300,000 9.97 38,300,000 9.58 Dollar Group Limited (Note 2) 38,203,333 9.95 38,203,333 9.55 Winning Horsee Limited (Note 3) 33,878,666 8.82 33,878,666 8.47 The Investor 68,000 0.02 16,066,000 4.02 Public 273,550,006 71.24 273,550,006 68.38 Total 384,000,005 100 399,998,005 100 Note: 1. Collier Assets Limited is beneficiary owned by Ms. Lo Ki Yan Karen for whom is a passive investor and used to be the substantial shareholder of the Company through Collier Assets Limited since 2003 and has never participate into the daily operation and management of the Company 2. Dollar Group Limited is beneficiary owned by Heritage International Holdings Limited, whose shares are listed in the Stock Exchange. 3. Winning Horsee Limited is beneficiary owned by Radford Capital Investment Limited, whose shares are listed in the Stock Exchange. The Investor has undertaken to the Company that it shall not, within a period of 12 months from completion of the Agreement, sell, transfer, dispose of, or enter into any agreement to dispose of or otherwise create any options, rights or interests in respect of any of the Subscription Shares.