09:32 UPBEST GROUP<00335> - Announcement & Resumption (4) (6) General Mandate The Top-Up Subscription Shares will be allotted and issued pursuant to the general mandate granted to the Board at the Company's annual general meeting held on 30 August 2004. As at the date of the this announcement, the Company had not utilize the general mandate. The Top-Up Subscription Shares will utilize approximately 9.71% of the Shares to be allotted and issued under the general mandate. Accordingly, 108,754,000 of the Shares to be allotted and issued under the general mandate will be utilized upon completion of the Top-Up Subscription. (7) Completion Under the Listing Rules, the Top-Up Subscription must be completed within 14 days from the date of the Placing Agreement, that is on or before 1 February 2005. In the event that the conditions to the Top-Up Subscription Agreement are not fulfilled by 1 February 2005, the Company and the Vendor may elect, subject to compliance with all requirements in relation to connected transactions under the Listing Rules, to postpone completion of the Top-Up Subscription to a later date to be agreed between the Company and the Vendor. USE OF PROCEEDS The principal activity of the Company is investment holding. Its subsidiaries are principally engaged in securities broking, futures broking, securities margin financing, money lending, corporate finance advisory and asset management. The gross proceeds from the Top-Up Subscription will be approximately HK$154 million and the net proceeds from the Top-Up Subscription (after deducting the underwriting commission for the Placing and other expenses) of approximately HK$148 million. The Company has not raised any funds on any issue of equity securities in the 12 months immediately preceding this placing announcement. The Company takes advantage of the current favourable stock market conditions to raise funds for future potential investment and to strengthen the general working capital position of the Company. As at the date of this announcement, the Company does not have any specific or identifiable projects. SHAREHOLDING STRUCTURE On the basis that all the Placing Shares are placed under the Placing and no further new Shares will be issued prior to completion of the Placing and the subscription, the shareholding structure are as follow: Immediately before completion of the Placing Immediately after completion of the Placing but before the Top-Up Subscription After completion of the Placing and the Top-Up Subscription Shares % Shares % Shares % ('000) ('000) ('000) CCAA 840,000 75.00 731,246 65.29 840,000 68.36 Public 280,000 25.00 280,000 25.00 280,000 *22.79 Placees - - 108,754 9.71 108,754 *8.85 1,120,000 100.00 1,120,000 100.00 1,228,754 100.00 * After completion of the Placing and the Top-Up Subscription, the total public flotation will be 31.64%. SUSPENSION AND RESUMPTION OF TRADING At the request of the Company, dealings in the Shares on the Stock Exchange were suspended with effect from 14 January 2005 on 9:30 a.m. pending for the release of an announcement regarding this placement. Application has been made for the resumption of trading on the Stock Exchange with effect from 19 January 2005 on 9:30 a.m..