09:16 XIN CORP<01141> - Announcement & Resumption (2) Enlarged issued share capital upon completion of the Open Offer assuming full conversion of the Convertible Bonds : 1,667,443,747 Shares Save for the Convertible Bonds, the Company has no other outstanding convertible securities, options or warrants in issue which confer any right to subscribe for Shares as at the date of this announcement. Qualifying Shareholders: The Company will send the Application Forms and the Excess Application Forms to the Qualifying Shareholders only. To qualify for the Open Offer, Shareholders must at the close of business on the Record Date be registered on the register of members of the Company. Shareholders having addresses outside Hong Kong on the register of members of the Company at the close of business on the Record Date are qualified for the Open Offer only if the Board, after making relevant enquiry as required under the Listing Rules, considers that the offer to these Shareholders would not contravene any legal restriction under the laws of the relevant place or any requirement of the relevant regulatory body or stock exchange in that place. In order to be registered as members of the Company on the Record Date, Shareholders must lodge any transfers of Shares (with the relevant share certificates) with the Company's branch share registrar in Hong Kong, Tengis Limited at Ground Floor, Bank of East Asia Harbour View Centre, 56 Gloucester Road, Hong Kong by 4:00 p.m. on Monday, 31st January, 2005. The invitation to apply for Offer Shares will not be transferable and there will be no trading in nil-paid entitlements on the Stock Exchange. Closure of register of members: The register of members of the Company will be closed from Tuesday, 1st February, 2005 to Friday, 4th February, 2005, both days inclusive. No transfer of Shares will be registered during this period. Fractions of Offer Shares: There will be no provisional allotment of fractions of Offer Shares on an assured basis and the fractions of Offer Shares which would otherwise form part of the provisional allotments (if any) will be taken up by the Underwriter. Subscription Price: HK$0.04 per Offer Share, payable in full on application. The Subscription Price represents: (i) a discount of approximately 25.9% to the closing price of HK$0.054 per Share as quoted on the Stock Exchange on 13th January, 2005 (being the last trading day before the date of this announcement); (ii) a discount of approximately 18.9% to the theoretical ex-entitlement price of HK$0.0493 per Share based on the aforesaid closing price per Share; (iii) a discount of approximately 32.1% to the average of the closing prices of Shares for the 10 trading days ended on 13th January, 2005 of approximately HK$0.0589 per Share; and (iv) a premium of approximately 6,051.9% to the unaudited consolidated net asset value per Share of the Group as at 30th September, 2004 . The Subscription Price for Offer Shares has been determined based on arm's length negotiations between the Company and the Underwriter with reference to prevailing market prices of Shares. The Directors consider that the terms of the Underwriting Agreement are fair and reasonable and the discount of the Subscription Price as compared to the recent market prices would encourage Shareholders to participate in the Open Offer and the future growth of the Company. Status of the Offer Shares: When allotted and issued fully paid, Offer Shares will rank pari passu in all respects with the existing Shares. Holders of Offer Shares will be entitled to receive all dividends and distributions which are declared, made or paid on or after the date of issue of Offer Shares.