09:54 WONSON INT'L<00651> - Announcement & Resumption (5) potential investors are advised to exercise caution when dealing in the Shares. Reasons for the First Placing and Second Placing The Directors consider that, in view of the favourable stock market sentiment, the First Placing and Second Placing provide an opportunity to raise capital for the Company to invest projects in Macau while broadening the shareholder base and the capital base of the Company. The gross proceeds from the First Placing and Second Placing will be about HK$227 million. The net proceeds of about HK$221 million from the First Placing and Second Placing will be used for investment projects including investments in gaming and hospitality businesses in Macau in view of the favourable economic condition and stock market sentiment. In the event that no investment project could be identified, the proceeds of the First Placing and Second Placing will be retained as general working capital of the Company. Reference is made to the Company's announcement dated 5 January 2005. The Board wishes to announce that the Company is still negotiating with third parties independent of the Company, and are not connected persons (as defined under Listing Rules) of the Company for investments in gaming and hospitality businesses in Macau but no terms or agreements in respect of such investments have been finalized as at the date of this announcement. As no agreements, contracts, memorandum of understanding or letter of intent, have been entered into and no terms (including the consideration and capital commitment in respect of such investments) have yet been finalized, there is no assurance that the investments may proceed. The Directors are of the view that the terms of the First Placing Agreement and Second Placing Agreement are fair and reasonable and in the interest of the Company and its Shareholders as a whole. In addition, given the current favourable market sentiment in Hong Kong, the Directors also consider the timing of the placing of new Shares is appropriate and is also in the interests of the Company and its Shareholders as a whole. The net proceeds raised per Share upon the completion of the First Placing and Second Placing will be about HK$0.0506 per Share. All the expense of the First Placing and Second Placing will be borne by the Company. Effect on shareholding structure The existing and enlarged shareholding structure of the Company immediately before and after the issue of the new Shares for the First Placing and Second Placing and the conversion of the convertible notes of an aggregate of HK$50 million at the conversion price of HK$0.25 (`Convertible Notes') as announced in the Company's announcement dated 5 January 2005 are set out as below: Name of Shareholders Existing shareholding Per cent. Shareholding immediately after the First Placing but immediately before the Second Placing and the conversion of the Convertible Notes Per cent. Shareholding immediately after the First Placing and the conversion of Convertible Notes but immediately before the Second Placing Per cent. Shareholding immediately after the Second Placing but immediately before the First Placing and the conversion of the Convertible Notes Per cent. Shareholding immediately after the Second Placing and the Convertible Notes but immediately before the First Placing Per cent. Shareholding immediately after the First Placing and Second Placing but immediately before the conversion of the Convertible Notes Per cent. Shareholding immediately after the First Placing and Second Placing and immediately after the conversion of the Convertible Notes Per cent. (Shares) (%) (Shares) (%) (Shares) (%) (Shares) (%) (Shares) (%) (Shares) (%) (Shares) (%) Mr. Chiu Kong (Note) 4,000,000 0.06 4,000,000 0.05 4,000,000 0.05 4,000,000 0.04 4,000,000 0.04 4,000,000 0.04 4,000,000 0.04 Mr. Hui, Richard Rui (Note) 105,000,000 1.54 105,000,000 1.28 105,000,000 1.25 105,000,000 1.07 105,000,000 1.05 105,000,000 0.94 105,000,000 0.92 Public shareholders - the Placees for First Placing - - 1,367,484,000 16.67 1,367,484,000 16.27 - - - - 1,367,484,000 12.20 1,367,484,000 11.99 - Mrs. Chu Yuet Wah - - - - - - 1,000,000,000 10.17 1,000,000,000 9.96 1,000,000,000 8.92 1,000,000,000 8.77