09:30 SOUNDWILL HOLD<00878>-Announcement&Resumption of Trading (4) REASONS FOR THE TOP-UP PLACING AND TOP-UP SUBSCRIPTION AND USE OF PROCEEDS The Directors considered various ways of raising funds and consider that the Top-Up Placing and Top-Up Subscription represents an opportunity to raise capital for the Company while broadening the shareholder base and the capital base of the Company. The gross proceeds from the Top-Up Subscription is HK$27,000,000.00. The net proceeds from the Top-Up Subscription of approximately HK$26,000,000.00 will be applied for (i) approximately HK$8,000,000.00 for future business development of the Group; (ii) approximately HK$16,000,000.00 for repayment of part of the short term borrowings; and (iii) approximately HK$2,000,000.00 for use as general working capital. The net proceeds raised per Top-Up Subscription Shares will be about HK$2.60 per Shares. The Company will bear an aggregate expenses and costs of about HK$1,000,000.00 incurred in relation to the Top-Up Placing and the Top-Up Subscription. EQUITY FUND RAISING ACTIVITIES OF THE COMPANY IN THE PAST TWELVE-MONTH PERIOD Date of announcement Event Counterparty Discount/premium to the market price Net proceeds (approximate) Intended use of proceeds (approximate) Actual use of proceeds as at the date of this announcement (approximate) 13 February 2004 Placing of 5,500,000 existing Shares at HK$2.20 per Share and subscription of 13,939,688 new Shares at HK$2.20 per Share the Vendor a discount of around 5.58% to the closing price of HK$2.33 per Share as quoted on the Stock Exchange on 13 February 2004 and a premium of around 1.85% over the average closing price of HK$2.16 per Share for the last 10 trading days up to and including 13 February 2004. HK$30.67 million. The proceeds was satisfied partly by offsetting against part of the unsecured interest-bearing loan owed by the Company to the Vendor for an amount of around HK$18.57 million and the balance of approximately HK$12.10 million by cash payment HK$18.57 million was used for repayment of shareholder's loan owed to the Vendor and the remaining balance would be applied for future business development and as general working capital of the Group HK$18.57 million has been used for repayment of shareholder's loan owed to the Vendor. The net cash proceeds of around HK$11 million has been used as to approximately HK$5,500,000 for the property and urban infrastructure businesses of the Group and the remaining balance of approximately HK$5,500,000 has been applied as general working capital of the Group 18 March 2004 Loan capitalization agreement whereby the Vendor agreed to subscribe for 17,000,000 Shares at HK$2.55 each the Vendor The same as the closing price of HK$2.55 per Share quoted on the Stock Exchange on 17 March 2004 and represents a premium of approximately 0.29% to the average closing prices per Share for the 10 trading days ended 17 March 2004 HK$43,350,000 For partial repayment of the principal amount of loan (with accrued interest) owed to the Vendor by HK$43,350,000 For partial repayment of the principal amount of loan (with accrued interest) owed to the Vendor by HK$43,350,000 23 June 2004 Convertible Bond Issue whereby the Vendor agreed to subscribe for convertible bonds with the principal amount of approximately HK$148,500,000 the Vendor The conversion price is HK$1.68, which is equivalent to approximately 6.3% over the average of the closing prices per Share for the ten trading days ending on 17 June 2004. Approximately HK$148,500,000 For repayment of the shareholder loan granted by the Vendor to the Company Repayment of the shareholder loan granted by the Vendor to the Company (the Loan). The Loan was fully set off by the issue of the convertible bond. Accordingly, as at the date of this announcement, save for the convertible bond, there is no outstanding amount owed by the Company to the Vendor. The total outstanding principal amount under the convertible bond is approximately HK$148,500,000. None of the convertible bond has been exercised yet.Save as aforesaid, the Company has not conducted any equity fund raising activities in the past twelve-month period immediately before the date of this announcement. GENERAL MANDATE The Top-Up Subscription Shares will be issued under the general mandate (General Mandate) to allot, issue and deal with Shares granted to the Directors by resolution of the Shareholders passed at the annual general meeting (the AGM) of the Company held on 31 May 2004 subject to the limit up to 20% of the issued share capital of the Company as at the date of passing the resolution at the AGM (i.e. 20,253,971 Shares). As at the date of this announcement, no Share has been issued under the General Mandate.