09:48 QUALITY HEALTH<00593> - Announcement & Resumption (10) options of the Company and/or the Warrants will be exercised "Board" the board of Directors of the Company "Company" Quality HealthCare Asia Limited, a company incorporated in Bermuda with limited liability and registered in Hong Kong under Part XI of the Companies Ordinance (Chapter 32 of the Laws of Hong Kong), the securities of which are listed on the Stock Exchange "Conditions" the conditions set out under the heading "Conditions of the Offer" above to which the Offer is subject "Director(s)" the director(s) of the Company "Excess Tenders" Shares stated in acceptance of the Offer by the relevant Qualifying Shareholder in excess of his Assured Entitlement "Excluded Shareholders" any Overseas Shareholders whose address, as shown on the Register at the close of the Offer, which is currently expected to be 4:00 p.m. on Thursday, 24th March 2005, is located in a jurisdiction the laws of which prohibit the making of the Offer to such Shareholders or otherwise require the Company to comply with additional requirements which are (in the opinion of the Directors, but subject to the prior consent of the Executive) unduly onerous or burdensome, having regard to the number of Shareholders involved in that jurisdiction and their shareholdings in the Company "Executive" the Executive Director of the Corporate Finance Division of the Securities and Futures Commission or any of his delegates "Form of Acceptance" the form of acceptance to be issued with the Offer Document to Qualifying Shareholders for use by such persons in connection with the Offer "Group" the Company and its subsidiaries "HK$" and "cents" Hong Kong dollar(s) and Hong Kong cent(s) respectively, the lawful currency of Hong Kong "Hong Kong" the Hong Kong Special Administrative Region of the People's Republic of China "Independent Board an independent committee of the Board formed for the purpose of advising the Independent Committee" Shareholders in connection with the Offer "Independent Shareholders who are not involved or interested in the Whitewash Waiver, being Shareholders" Shareholders other than Wah Cheong and parties acting in concert with it (and any other persons who may be required to abstain from voting in accordance with the Takeovers Code and the Repurchase Code) "Listing Rules" the Rules Governing the Listing of Securities on the Stock Exchange "Maximum Number" the maximum number of Shares to be repurchased pursuant to the Offer, being an aggregate of 21,667,288 Shares (representing approximately 10% of all the issued Shares as at the date of this announcement) "Offer" the offer by SHKIL on behalf of the Company to repurchase Shares at the Offer Price from all Qualifying Shareholders, up to the Maximum Number "Offer Document" a circular to the Shareholders (comprising the offer document, the notice of the SGM, the proxy form for the SGM and the Form of Acceptance)