09:29 SOUNDWILL HOLD<00878>-Announcement&Resumption of Trading (2) With regard to the bonus issue of Shares by the Company in June 2004, the Company has sought legal opinion which advised that such bonus issue of Shares was "in lieu of a cash dividend" and fell within the exception to the subscription price adjustment mechanism provided in clause 4(A)(2) of the terms and conditions of the warrant instrument dated 18 August 2003, which exception is in addition to the script dividend scheme exception provided in clause 4(C)(iv) of the said warrant instrument. Accordingly, no adjustment to the subscription price of the Warrants is required for the bonus issue of Shares by the Company in June 2004. At the request of the Company, trading in Shares on the Stock Exchange was suspended from 2:30 p.m. on Monday, 10 January 2005 pending the release of this announcement. Application has been made by the Company to the Stock Exchange for the resumption of trading in Shares on the Stock Exchange with effect from 9:30 a.m. on Wednesday, 12 January 2005. THE TOP-UP PLACING AGREEMENT Date 10 January 2005 Parties involved The Placing Agent and the Vendor Placing Agent Sun Hung Kai International Limited is the Placing Agent and will receive a placing commission of 2.0% on the gross proceeds of the Top-Up Placing paid by the Company, which was arrived at after arm's length negotiations between the Company and the Placing Agent. The Placing Agent and its ultimate beneficial owners are not connected persons (as defined in Listing Rules) of the Company and are third parties independent of the Company and its connected persons. Placees Not less than six placees who are independent individual, corporate and/or institutional investors, and who and whose ultimate beneficial owners (i) are not connected persons (as defined in Listing Rules) of the Company; and (ii) are independent of the Company, its connected persons and other placees. Top-Up Placing Price The Top-Up Placing Price is fixed on 7 January 2005, being the Last Full Trading Day. The Top-Up Placing Price (or the Top-Up Subscription Price) of HK$2.70 represents: (i) a discount of about 9.24% to the closing price of HK$2.975 per Share as quoted on the Stock Exchange on the Last Full Trading Day; (ii) a discount of about 10.15% to the average closing price per Share of HK$3.005 as quoted on the Stock Exchange for the last five full trading days up to and including the Last Full Trading Day; and (iii) a premium of about 0.56% over the average closing price per Share of HK$2.685 as quoted on the Stock Exchange for the last ten full trading days up to and including the Last Full Trading Day. The Top-Up Placing Price (or the Top-Up Subscription Price) of HK$2.70 represents: (i) a discount of about 6.09% to the closing price of HK$2.875 per Share as quoted on the Stock Exchange on the Last Half Trading Day; (ii) a discount of about 11.48% to the average closing price per Share of HK$3.05 as quoted on the Stock Exchange for the last four full trading days and the Last Half Trading Day; and (iii) a discount of about 1.1% to the average closing price per Share of HK$2.73 as quoted on the Stock Exchange for the last nine full trading days and the Last Half Trading Day. (24 December 2004 and 31 December 2004 are considered as full trading day for the purpose of this announcement) The Top-Up Placing Price is negotiated on an arm's length basis amongst the Vendor, the Company and the Placing Agent. The Directors consider that the terms of the Top-Up Placing are fair and reasonable based on the current market conditions and in the interests of the Company and its Shareholders as a whole.