09:56 BJ CAPITAL LAND<02868> - Announcement (2) The Placing Shares will be placed, through the Placing Agent, on a fully underwritten basis, to not less than six placees who are independent individual, corporate and/or institutional investors, and who and whose ultimate beneficial owners (i) are not connected persons (as defined in the Listing Rules) of the Company, and (ii) are independent of the Company, its connected persons and other placees. Placing Price The Placing Price is HK$2.16 per Placing Share, representing (i) a discount of approximately 9.0% to the closing price of HK$2.375 per H Share on the Stock Exchange on 27 January 2005, being the date of the Placing Agreement, (ii) a discount of approximately 6.9% to the average closing price of HK$2.32 per H Share on the Stock Exchange for the last five trading days up to and including 27 January 2005; and (iii) a discount of approximately 4.0% to the average closing price of HK$2.25 per H Share on the Stock Exchange for the last ten trading days up to and including 27 January 2005. The Placing Price was agreed upon after arm's length negotiations between the Company, the Seller and the Placing Agent. The Directors consider that the terms of the Placing are fair and reasonable based on the current market conditions and in the interests of the Company and its Shareholders as a whole. Conditions of the Placing The Placing is conditional upon the Stock Exchange granting listing of, and permission to deal in, the Placing Shares. The Placing Agreement may be terminated by the Placing Agent in accordance with the terms thereof, such as on the grounds of material breach of the representations, warranties and undertakings of the Company or Beijing Sunshine given in the Placing Agreement or the occurrence of certain force majeure events. Lock-up by the Company, the Seller and Beijing Sunshine Each of the Company, the Seller and Beijing Sunshine have separately undertaken to the Placing Agent that, subject to certain limited exceptions, it will not, for a period commencing from and including the date of the Placing Agreement until the expiry of 90 days thereafter, without the prior written consent of the Placing Agent, (i) allot or issue or sell, as the case may be, or offer to allot or issue or sell, as the case may be, or grant any option, right or warrant to subscribe or purchase (either conditionally or unconditionally, or directly or indirectly, or otherwise), as the case may be, any H Shares or any interests in H Shares or any securities convertible into or exercisable or exchangeable for or substantially similar to any H Shares or interest in H Shares or (ii) agree (conditionally or unconditionally) to enter into or effect any such transaction with the same economic effect as any of the transactions described in (i) above or (iii) announce any intention to enter into or effect any such transaction described in (i) or (ii) above. Completion of the Placing Completion shall take place on the date falling two business days upon which the condition of the Placing Agreement shall have been fulfilled on or before 28 February 2005 or such other time or date as the Company, the Seller and the Placing Agent shall agree. Completion is expected to take place on 7 February 2005. Mandate to Issue the Placing Shares The Placing Shares will be allotted and issued under the general mandate granted to the Directors at the last annual general meeting of the Company held on 13 May 2004 subject to the limit up to 20% of the issued share capital of the Company as at the date of passing the relevant resolution. As at the date of this announcement, no H Share has been issued under the General Mandate. The Company has obtained the approval from the State-owned Assets Supervision and Administration Committee of the State Council on 30 November 2004, the authorisation and approval from the PRC National Social Security Fund on 9 December 2004 and the approval from the