10:19 GOLIK HOLDINGS<01118> - Announcement (3) beneficially owned by Bridon HK. The Company will subscribe for 5,448,856 China Rope Shares (representing 30% of the issued share capital of China Rope as enlarged by the China Rope Shares to be issued pursuant to the Subscription) for HK$5,448,856 and Bridon HK will subscribe for 12,703,998 China Rope Shares for HK$12,703,998 (representing approximately 69.9% of the issued share capital of China Rope as enlarged by the China Rope Shares to be issued pursuant to the Subscription). The subscription price for the China Rope Shares payable by the Company will be wholly funded by the proceeds from the Transfer. Apart from the payment of the subscription price for the China Rope Shares under the Subscription, the Subscription and Shareholders' Agreement does not provide for any other capital commitment on the part of the Company. The subscription price for the China Rope Shares is equivalent to the consideration payable by China Rope under the Equity Interest Transfer Agreement and the additional registered capital contribution to be made by China Rope under the Equity Joint Venture Contract, as more particularly described in the sub-paragraphs headed "The Equity Interest Transfer Agreement" and "The Equity Joint Venture Contract" below. Conditions precedent : Completion of the Subscription is conditional upon, among others: a) Bridon HK in its absolute discretion being satisfied with the legal and financial due diligence on Tianjin Golik; b) Bridon HK in its absolute discretion being satisfied that there has not been any material adverse change in the business, results of operation or liabilities (contingent or accrued) of the business of Tianjin Golik; c) the signing of the Equity Interest Transfer Agreement, the Equity Joint Venture Contract and the restated and amended articles of association for Bridon Tianjin JV and other documents ancillary to the transactions contemplated under the Agreements; and d) the fulfillment of the conditions precedent of the Equity Joint Venture Contract as set out in the sub-paragraph headed "Equity Joint Venture Contract - Conditions precedent" below. If any of the conditions precedent is not fulfilled or waived within three months of the date of the Equity Joint Venture Contract, ie. by 20 April 2005 or such later date as the parties may agree in writing, the Subscription and Shareholders' Agreement will be lapsed. Completion : Completion of the Subscription shall take place three business days after the fulfillment or waiver of the conditions precedent set out above. Upon completion of the Subscription, the issued share capital of China Rope will comprise 18,162,854 China Rope Shares and will be held as to 12,713,998 China Rope Shares by Bridon HK and as to 5,448,856 China Rope Shares by Golik, representing 70% and 30% of the then issued share capital of China Rope, respectively.