09:38 CHI CHEUNG<00112> - Announcement (2) Placing Price: The Placing Price of HK$0.95 per Share and the net placing price of the Placing of approximately HK$0.94 per Share were agreed after arm's length negotiations between the Company and the Placing Agent. The Placing Price represents (i) a discount of approximately 12.84% to the closing price of the Shares of HK$1.09 quoted on the Stock Exchange on 24 January 2005, being the date of the Placing Agreement; (ii) a discount of approximately 8.65% to the average closing price of the Shares of HK$1.04 quoted on the Stock Exchange for the five consecutive trading days immediately prior to 24 January 2005; and (iii) a discount of approximately 9.52% to the average closing price of the Shares of HK$1.05 quoted on the Stock Exchange for the ten consecutive trading days immediately prior to 24 January 2005. The Directors consider that the Placing Price is fair and reasonable and in the interests of the Company and its shareholders as a whole. The total amount of Placing Price for the Placing Shares is approximately HK$53.64 million. Underwriting commission payable to the Placing Agent: The Placing is fully underwritten by the Placing Agent with underwriting commission calculated as 1.5% of the amount equal to the Placing Price multiplied by the number of the Placing Shares. The net proceeds of the Placing, after deducting the underwriting commission and other expenses, will be approximately HK$52.8 million. General Mandate: The Placing Shares will be allotted and issued pursuant to the general mandate granted to the Directors at the Company's annual general meeting held on 18 May 2004. As at the date of this announcement, no Shares have been issued and allotted pursuant to such general mandate. The Placing will utilize approximately 100% of the Shares to be issued and allotted pursuant to this general mandate. Ranking of Placing Shares: The Placing Shares will rank pari passu in all respects among themselves and with the existing issued Shares. Condition of the Placing: The Placing is conditional upon the Listing Committee of the Stock Exchange granting listing of, and permission to deal in, all of the Placing Shares. The condition must be fulfilled on or before 28 February 2005 (or such other date as agreed by the parties), failing which the Placing shall cease and terminate. Application will be made by the Company to the Stock Exchange for the listing of and permission to deal in the Placing Shares. Closing Date: The Placing shall complete at the second Business Day after the fulfillment of the condition of the Placing (or such later date as may be agreed between the parties to the Placing Agreement in writing). PURPOSES OF PLACING AND USE OF PROCEEDS The Company's principal activity is property investment and property leasing. The gross proceeds from the Placing will be approximately HK$53.64 million and the net proceeds from the Placing of approximately HK$52.8 million will be used as general working capital of the Group. The Directors expect that the Placing will enhance the capital base of the Company, thereby broadening the Company's shareholders base. FUND RAISING DURING THE PAST 12 MONTHS The Company had not conducted any fund raising exercise during the past twelve months.