09:17 PCCW<00008> - Announcement & Resumption of Trading (2) telecommunications services in the PRC and is the holder of approximately 70.5% of CNC HK. The Subscriber, a wholly-owned subsidiary of China Netcom, is an investment holding company. Neither China Netcom nor the Subscriber is interested in any Shares as at the date of this announcement. Upon Completion, the Subscriber will hold approximately 20% of the enlarged issued share capital of the Company. Both China Netcom and the Subscriber are independent third parties which are not connected with the Directors, chief executives or substantial shareholders of the Company or any of its subsidiaries, or any of their respective associates (as such terms are defined in the Listing Rules). Upon Completion, the Subscriber will be a substantial shareholder of the Company and China Netcom will be an associate of a substantial shareholder of the Company, and each of them will therefore constitute a connected person of the Company under the Listing Rules. Price of the Subscription Shares The price of the Subscription Shares of HK$5.90 per Share was arrived at through arm's length negotiations. This represents a premium of about 25.5% over the closing price per Share of HK$4.70 quoted on the Stock Exchange on 19 January 2005. The subscription price also represents a premium of about 23% over the average of the closing prices (of HK$4.80) quoted on the Stock Exchange on the 10 trading days ending on 19 January 2005 and a premium of about 17.8% over the average of the closing prices (of HK$5.01) quoted on the Stock Exchange on the 128 trading days ending on 19 January 2005 (being the number of trading days in the six month period ending on that date). The aggregate subscription price will be paid in cash by the Subscriber at Completion. The Subscription Shares 1,343,571,766 new Shares are to be subscribed, representing approximately 25% of the Company's existing issued share capital and approximately 20% of the Company's issued share capital as enlarged by the allotment and issue of the Subscription Shares. The Subscription Shares will rank, upon issue, pari passu in all respects with the Shares in issue on the date of allotment and issue of the Subscription Shares. Conditions of the Subscription Completion is conditional upon: (A) the passing by the Independent Shareholders at an extraordinary general meeting of the Company of a resolution to: (1) increase the authorised share capital of the Company to HK$2.5 billion comprising of ten billion Shares; (2) grant to the Directors a specific mandate to allot, issue and deal with the Subscription Shares; and (3) approve the Anti-Dilution Rights; (B) (1) listing of and permission to deal in all the Subscription Shares being granted by the Listing Committee of the Stock Exchange; and (2) the listing and permission referred to in paragraph (B)(1) above not subsequently being revoked prior to Completion; (C) delivery by the Subscriber at Completion of a legal opinion from British Virgin Islands counsel relating to, among other things, the capacity and authority of the Subscriber to enter into, and perform its obligations under, the Subscription Agreement; (D) delivery by China Netcom at Completion of a legal opinion from PRC counsel relating to, among other things, the capacity and authority of China Netcom to enter into, and perform its obligations under, the Subscription Agreement and the PRC governmental, regulatory or similar consents required by the Subscriber and/or China Netcom to perform their respective obligations under the Subscription Agreement; (E) the obtaining by China Netcom of such consent or approval of a PRC governmental body or regulatory authority as is required for China Netcom and the Subscriber to enter into and perform their obligations under the Subscription Agreement; and (F) none of the warranties given by the Company in the Subscription Agreement being found to be, or no event occurring or matter arising which renders any of them, untrue or incorrect in any material respect on and as at the date of Completion. The above conditions (except those conditions which are required to