09:51 RADFORD CAPITAL<00901> - Announcement (2) Before Subscription After Subscription No. of Shares % No. of Shares % The Subscriber - - 500,000,000 18.08 Public 2,264,790,000 100.00 2,264,790,000 81.92 2,264,790,000 100.00 2,764,790,000 100.00 Mr. Au Yeung, is a member of the senior management of a casino operator. He monitors the daily operations of a VIP room within a casino in Macau and another casino on board a vessel which operates in international waters. The Subscriber is an investment holding company wholly owned by Mr. Au Yeung. Mr. Au Yeung and the Subscriber have jointly and severally undertaken to the Company that within a period of 24 months from Completion:- (i) Mr. Au Yeung and the Subscriber shall not, and shall procure that none of the companies controlled by them or nominees or trustees holding in trust for them shall sell, transfer, dispose of, or enter into any agreement to dispose of or otherwise create any options, rights or interests in respect of any of the Subscription Shares, or sell, transfer, dispose of or enter into any agreement to dispose of or otherwise create any options, rights, interests or encumbrances in respect of any shares in any company controlled by them which are directly, or through another company indirectly, the beneficial owner of any of the Subscription Shares; (ii) Mr. Au Yeung shall not, and shall procure that none of the companies controlled by him or nominees or trustees holding in trust for him shall sell, transfer, dispose of, or enter into any agreement to dispose of or otherwise create any options, rights or interests in respect of any of shares in the Subscriber, or sell, transfer, dispose of or enter into any agreement to dispose of or otherwise create any options, rights, interests or encumbrances in respect of any shares in any company controlled by him which are directly, or through another company indirectly, the beneficial owner of the shares in the Subscriber; and (iii) Mr. Au Yeung and the Subscriber shall not and shall procure that their respective Associates and Connected Persons shall not acquire or subscribe for directly or indirectly any Shares. The Company is principally engaged in the investment in listed and unlisted companies established in Hong Kong and the PRC. As at the date of this announcement, the Company has no present intention to change its principal business activities or to engage in any casino related business. The Company is of the view that it is beneficial to effect the Subscription to raise funds in the current market conditions as well as introducing a passive investor whose shares will be subject to a 24 months non-disposal undertaking. The net amount of funds raised upon the Subscription is approximately HK$16,250,000. The net price to the Company of each Subscription Share, after deduction of expenses involved, is approximately HK$0.0325. The below summarises the details of fund raising activities of the Group for the 12 months immediately before the date of this Announcement. % of Existing Date of No. of Issued Share Issue Price Net Funds Actual Use Announcement Description Shares Issued Capital per Share Raised of Proceeds 17th February, 2004 Placing 200,000,000 8.83 0.12 23,950,000 The whole amount has been fully utilized in investments primarily in Hong Kong listed companies pursuant to the investment objective adopted by the Company from time to time 1st June, 2004 Placing 218,300,000 9.64 0.03 6,450,000 Approximately HK$1.5 million has been applied for the general working capital of the Company, approximately HK$0.75 million has been applied for the payment of accrued professional fees and approximately HK$4.2 million has been applied for the investment of the Company pursuant to the investment objectives adopted by the Company from