09:15 XIN CORP<01141> - Announcement & Resumption (1) The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this announcement, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement. XIN CORPORATION LIMITED (Incorporated in Bermuda with limited liability) (Stock Code: 1141) PROPOSED OPEN OFFER OF NEW SHARES ON THE BASIS OF ONE OFFER SHARE FOR EVERY TWO SHARES HELD Underwriter KINGSTON SECURITIES LIMITED The Company proposes to raise approximately HK$22.1 million before expenses by issuing not less than 551,360,095 and not more than 555,814,582 Offer Shares at a price of HK$0.04 per Offer Share by way of the Open Offer, payable in full on application on the basis referred to below. Qualifying Shareholders will be offered one Offer Share for every two Shares held on the Record Date. The Open Offer will not be available to the Excluded Shareholders. Net proceeds from the Open Offer of approximately HK$21.0 million are expected to be applied as to approximately HK$16.0 million for the repayment of liabilities outstanding (including the Convertible Bonds and other liabilities of the Group) and as to the remainder of approximately HK$5.0 million for general working capital of the Group. The Open Offer is conditional and is fully underwritten. In particular, it is subject to the Underwriter not terminating the Underwriting Agreement in accordance with its terms (see "Termination of the Underwriting Agreement" below). If the conditions cannot be fulfilled, the Open Offer will not proceed. Existing Shares will be dealt with on an ex-entitlements basis from Friday, 28th January, 2005. To qualify for the Open Offer, all transfers of Shares must be lodged for registration with the Registrar by 4:00 p.m. on Monday, 31st January, 2005. Shareholders should note that the Shares will be dealt with on an ex-entitlements basis commencing from Friday, 28th January, 2005 and that dealings in such Shares will take place whilst the conditions to which the Underwriting Agreement is subject remain unfulfilled. Any Shareholder or other person dealing in such Shares up to the date on which all conditions to which the Open Offer is subject are fulfilled will accordingly bear the risk that the Open Offer cannot become unconditional and may not proceed. Any Shareholders or other persons contemplating selling or purchasing Shares who is in any doubt about his/her position is recommended to consult his/her own professional adviser. At the request of the Company, trading in Shares on the Stock Exchange was suspended from 9:30 a.m. on Friday, 14th January, 2005 pending the release of this announcement. Application has been made by the Company for the resumption of trading in Shares with effect from 9:30 a.m. on Monday, 17th January, 2005. OPEN OFFER Basis of the Open Offer : one Offer Share for every two Shares held on the Record Date Number of existing Shares in issue : 1,102,720,190 Shares Minimum number of Offer Shares : 551,360,095 Offer Shares Outstanding Convertible Bonds : existing outstanding Convertible Bonds which are in aggregate convertible into 8,908,975 Shares at a conversion price of HK$0.2432 per Share, subject to adjustment Maximum number of Offer Shares : assuming full conversion of the Convertible Bonds on or before the Record Date, a total of 8,908,975 new Shares may fall to be issued and thus an additional 4,454,487 Offer Shares would be issued. As such, the maximum number of Offer Shares that may be issued by the Company are 555,814,582 Offer Shares Enlarged issued share capital upon completion of the Open Offer assuming no conversion of the Convertible Bonds : 1,654,080,285 Shares