12:04 LUEN THAI<00311> - Announcement (4) The Placing Price and the Subscription Price were determined after arm's length negotiations between the Company, Capital Glory Limited and the Placing Agent and the Directors consider that the terms of the Placing Price and the Subscription Price are fair and reasonable. The existing Shares were listed on the Main Board of the Stock Exchange on 15 July, 2004. Net proceeds of approximately HK$640 million were raised from the listing. However, none of the proceeds raised at the listing was earmarked for the purposes of financing the expansion of the Group's existing product types, such as ladies' intimate wear, knitwear and cotton pants, and therefore the Directors believe that the Placing and the Subscription are in the best interests of the Company and the Shareholders as a whole. The Directors are of the view that the Placing and Subscription will enlarge the Shareholder base and the capital base of the Company. USE OF PROCEEDS All the commission, cost, and expenses incurred in relation to the Placing and Subscription will be borne by the Company and the interest accrued on the net Placing proceeds from the date of completion of Placing to the date of completion of the Subscription will be for the benefit of the Company. The net proceeds of the Subscription is expected to be not less than HK$360 million, of which it is expected that no less than HK$150 million will be used to finance the expansion of the Group's existing product types, such as ladies' intimate wear, knitwear and cotton pants and the remaining balance for general working capital of the Group. LOCK UP Pursuant to the Placing Agreement, Capital Glory Limited has undertaken to the Placing Agent that it will procure that, prior to the date falling 3 months from the date of Placing Agreement, save with the prior written consent of the Placing Agent, no transfer or disposal of, or grant or creation of any interests or rights of any nature in respect of, any interest in any Shares (other than the Placing Shares but include the Shares acquired under the Subscription) owned by it (legally or beneficially) or any company which is Capital Glory Limited's holding company or subsidiary, or subsidiary of any such holding company, or directly or indirectly controlled by any of them, or in which any such person is interested, at the date of the Placing Agreement. Pursuant to the Placing Agreement, the Company has undertaken to the Placing Agent, save and except for the Subscription, not to offer, issue, sell or contract to sell, issue options in respect of or otherwise dispose of, directly or indirectly, or announce an offering or issue of, any Shares or any other securities exercisable or exchangeable for or convertible into, or substantially similar to, the Shares or enter into any transaction with the same economic effect as any of the foregoing for a period of 3 months from the date of the Placing Agreement, without the prior written consent of the Placing Agent. GENERAL The existing Shares were listed on the Main Board of the Stock Exchange on 15th July, 2004. The listing was well received by institutional investors and the public. The over-allotment option was partially exercised on 4th August, 2004. Net proceeds of approximately HK$640 million were raised from the listing. The detailed breakdown of the actual application of such proceeds during the year ended 31 December 2004 will be included in the annual report of the Company for the year ended 31 December 2004 to be published. None of the substantial shareholders of the Company have dealt with the Shares since the commencement of the trading of the Shares on the Stock Exchange and prior to the date of this announcement. In this announcement, the following expressions have the meanings set out below unless the context requires otherwise.