09:51     RADFORD CAPITAL<00901> - Announcement (1)                           

    The Stock Exchange of Hong Kong Limited takes no responsibility for the   
    contents of this announcement, makes no representation as to its          
    accuracy or completeness and expressly disclaims any liability            
    whatsoever for any loss howsoever arising from or in reliance upon the    
    whole or any part of the contents of this announcement.                   
                                                                              
                                                                              
    RADFORD CAPITAL INVESTMENT LIMITED                                        
    (Incorporated in the Cayman Islands with limited liability)               
    (Stock Code: 901)                                                         
                                                                              
    New Issue of Shares                                                       
                                                                              
                                                                              
    SUMMARY                                                                   
                                                                              
    On 26th January, 2005, the Company entered into the Agreement with the    
    Subscriber whereby, conditionally, the Subscriber agreed to subscribe     
    for and the Company agreed to issue and allot 500,000,000 Subscription    
    Shares at HK$0.0328 per Subscription Share.                               
                                                                              
    The Agreement and the issue and allotment of the Subscription Shares      
    pursuant to the terms of the Agreement are subject to the approval by     
    shareholders of the Company at an extraordinary general meeting.          
                                                                              
    A circular containing, amongst other things, further details of the       
    Agreement and a notice convening the extraordinary general meeting for    
    approving the Agreement and the issue and allotment of the Subscription   
    Shares pursuant to the terms of the Agreement will be dispatched to the   
    Shareholders as soon as practicable.                                      
                                                                              
    The Agreement                                                             
                                                                              
    Date:   26th January, 2005                                                
                                                                              
    Parties:   Success Future Limited, the Subscriber, as investor and the    
    Company                                                                   
                                                                              
    Subscription Shares:   500,000,000 new Shares                             
                                                                              
    Subscription Price:   HK$16,400,000 in aggregate representing HK$0.0328   
    per Subscription Share                                                    
                                                                              
    The Subscription Price, which was determined after the close of market    
    of 26th January, 2005, represents a premium of 34.43% to the average      
    closing price of the Shares of $0.0244 on the Stock Exchange from 20th    
    January, 2005 to 26th January, 2005, being the five trading days          
    immediately preceding and including the date of this announcement and a   
    premium of 42.61% to the closing price of the Shares on the Stock         
    Exchange of HK$0.023 on 26th January, 2005, the trading day before the    
    date of the Agreement.                                                    
                                                                              
    The 500,000,000 Subscription Shares represent 22.08% of the issued share  
     capital of the Company on the date of this announcement and 18.08% of    
    the issued share capital of the Company, as enlarged by the issue of the  
     Subscription Shares (assuming no further shares are issued by the        
    Company from the date hereof until Completion of the Subscription).       
                                                                              
    Completion of the Agreement is conditional upon (i) the Listing           
    Committee of the Stock Exchange granting listing of and permission to     
    deal in the Subscription Shares and (ii) the Agreement and the issue and  
     allotment of the Subscription Shares pursuant to the terms of the        
    Agreement being approved by shareholders of the Company at an             
    extraordinary general meeting. If the conditions are not fulfilled by     
    31st March, 2005, the Agreement shall terminate and the parties shall     
    have no further claims against each other, save for antecedent breaches.  
     Application will be made to the Listing Committee of the Stock Exchange  
     for the listing of and permission to deal in the Subscription Shares.    
                                                                              
    To the best of the Directors' knowledge information and belief having     
    made all reasonable enquiries, the Subscriber and its beneficial owner,   
    Mr. Au Yeung are not Connected Persons (as such term is defined in the    
    Listing Rules) or related to Connected Persons (as such term is defined   
    in the Listing Rules) of the Company. Mr. Au Yeung and the Subscriber do  
     not have any present intention to appoint any representative to the      
    board of directors of the Company or to take part in the management of    
    the Company. As at the date of this announcement, the Subscriber and Mr.  
     Au Yeung do not hold any Shares.                                         
                                                                              
    Based on the register maintained by the Company under the Securities and  
     Futures Ordinance as at the date of this Announcement, the shareholding  
     of the Company before and after the issue of the Subscription Shares is  
     as follows:-                                                             
                                                                              
    Shareholding structure of the Company