09:46 3CEMS CORPORATION<00453> - Announcement (2) the Stock Exchange as well as compliance with the stock admission requirements of HKSCC, the Shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the commencement date of dealings in the Shares on the Main Board or such other date as determined by HKSCC. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time. The Share Offer comprises the Public Offer of initially 11,628,000 Public Offer Shares and the International Placing of initially 104,622,000 International Placing Shares. The allocation of the Offer Shares between the International Placing and the Public Offer is subject to reallocation. If the Public Offer is not fully subscribed and the demand for the International Placing Shares exceeds the number of International Placing Shares initially available under the Share Offer, DBS Asia has the authority to reallocate all or any of the unsubscribed Public Offer Shares originally included in the Public Offer to the International Placing in such number as it considers appropriate pursuant to the terms of the Underwriting Agreement. If the Public Offer Shares are over-subscribed, DBS Asia has the authority to reallocate all or any of the unsubscribed International Placing Shares originally included in the International Placing to the Public Offer, in such number pursuant to the Prospectus. In connection with the International Placing, the Company has granted to DBS Asia the Over-allotment Option exercisable by DBS Asia at any time and from time to time within 30 days after the last day for lodging applications under the Public Offer, subject to the terms of the Underwriting Agreement, to require the Company to allot and issue, at the Offer Price, up to an additional 17,436,000 new Shares, representing approximately 15% of the number of the Offer Shares initially being offered under the Share Offer, to cover over-allocations in the International Placing. In the event that the Over-allotment Option is exercised, the Company will issue a separate announcement. Acceptance of all applications for the Shares pursuant to the Public Offer is conditional on the conditions as stated in the section headed "Structure and conditions of the Share Offer" in the Prospectus. The Offer Price is expected to be fixed by agreement between DBS Asia, on behalf of the Underwriters and the Company on or before Friday, 21 January, 2005 and, in any event, not later than Tuesday, 25 January, 2005. Investors applying for Shares under the Public Offer must pay, on application, the maximum Offer Price of HK$2.26 for each Share together with a brokerage of 1%, SFC transaction levy of 0.005%, investor compensation levy imposed by the SFC of 0.002% and Stock Exchange trading fee of 0.005% on each Share. If, for any reason, the Offer Price is not agreed between the Company and DBS Asia (on behalf of the Underwriters), the Share Offer will not proceed. The Share Offer is conditional on the fulfillment of conditions as stated in the paragraph headed "Conditions of the Share Offer" in the section headed "Structure and conditions of the Share Offer" in the Prospectus. If the Share Offer does not become unconditional before 8:00 a.m. on 28 January, 2005, the Share Offer will lapse and a separate announcement will be made in the South China Morning Post (in English) and the Hong Kong Economic Journal (in Chinese). All application monies received from applicants under the Public Offer together with a brokerage of 1%, SFC transaction levy of 0.005%, investor compensation levy imposed by the SFC of 0.002% and Stock Exchange trading fee of 0.005% will be refunded, without interest, on the terms set forth under the paragraph headed "Despatch/collection of Share certificates and refund of application monies" in the section headed "How to apply for the Public Offer Shares" in the Prospectus. Refund will be made in respect of wholly or partially successful applications in the event that the Offer Price is less than the offer price per Share initially paid and in respect of wholly or partially unsuccessful applications. Applicants for 1,000,000 Public Offer Shares or more who have elected to collect their (where relevant) refund cheques and/or (where relevant) Share certificates in person may do so from the Company's Hong Kong branch share registrar, Tricor Investor Services Limited at Ground Floor, Bank of East Asia Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong from 9:00 a.m. to 1:00 p.m. on Wednesday, 26 January, 2005. Applicants being individuals must not authorise any other person to make collection on their behalf. You must show identification documents (which must be acceptable to Tricor Investor Services Limited) to collect your (where relevant) refund cheque(s) and/or (where relevant) Share certificate(s). Applicants being corporations must attend by their authorised representatives each bearing a letter of authorisation from such corporation stamped with the corporation's chop. Both individuals and authorised representatives (if applicable) must produce at the time of collection evidence of identity acceptable to Tricor Investor Services Limited. Uncollected Share certificates and/or refund cheques will be despatched promptly