09:30 SOUNDWILL HOLD<00878>-Announcement&Resumption of Trading (5) GENERAL The principal activities of the Group are property development, property leasing and provision of building management services. The Company will submit an application to the Stock Exchange for the listing of, and permission to deal in the Top-Up Subscription Shares pursuant to the Top-up Subscription Agreement. Clarification on the adjustment of subscription price of the Warrants The Top-Up Placing will not result in any adjustment to the subscription price of the Warrants. 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. Resumption of trading 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. TERMS AND DEFINITION Board The board of directors of the Company COSCO China Ocean Shipping (Group) Company Company Soundwill Holdings Limited, the shares of which are listed on the Stock Exchange Director(s) director(s) of the Company Existing Shares An aggregate of 121,585,891 existing Shares, of which 81,482,505 existing Shares are beneficially owned by the Vendor Group the Company and its subsidiaries Hong Kong Hong Kong Special Administrative Region of the People's Republic of China Last Full Trading Day 7 January 2005, being the last full trading day for the Shares prior to this announcement Last Half Trading Day 10 January 2005, being the last half trading day for the Shares prior to this announcement Listing Rules the Rules Governing the Listing of Securities on the Stock Exchange Mrs. Chan Foo Kam Chu Grace, chairman of the Company Mr. Kwan Kwan Chai Ming, executive Director of the Company Mr. Tse Tse Chun Kong Thomas, executive Director of the Company Placing Agent Sun Hung Kai International Limited, a deemed licensed corporation to carry out types 1,4,6 and 9 regulated activities under the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) Shareholder(s) holder(s) of the Share(s) Share(s) ordinary share(s) of HK$0.10 in the share capital of the Company Stock Exchange The Stock Exchange of Hong Kong Limited Top-Up Placing the placing of 10,000,000 existing Shares beneficially owned by the Vendor pursuant to the terms of Top-Up Placing Agreement Top-Up Placing Agreement the placing agreement between the Vendor and the Placing Agent dated 10 January 2005 in relation to the Placing Top-Up Placing Price HK$2.70 per Share