10:22     139 HOLDINGS<00139>-Announcement & Resumption of Trading (8)        

    (ii)    a discount of about 12.57% to the average closing price           
    per Share of about HK$0.0366 for the last five trading days up            
    to and including the Last Trading Date; and                               
                                                                              
    (iii)   a discount of about 6.43% to the average closing price            
    per Share of about HK$0.0342 for the last ten trading days up             
    to and including the Last Trading Date.                                   
                                                                              
    Assuming all the Placing Shares are sold in full under the Best           
    Effort Placing, the net Placing Price, after deduction of                 
    relevant expenses, is approximately HK$0.03135 per Placing                
    Share.                                                                    
                                                                              
    The Placing Price was negotiated on an arm's length basis between         
    the Company and the Placing Agent taking into consideration the           
    recent trading performance of the Shares. 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 the Shareholders as a whole.                                          
                                                                              
    Ranking:        The Placing Shares rank pari passu among themselves       
    and with Shares in issue as at the date of allotment and issue            
    of the Placing Shares.                                                    
                                                                              
    Conditions of the Fully         (i)     the granting by the Listing       
    Committee or the Division of listing of, and permission to deal           
    in, all the                                                               
      Underwritten Placing:         Fully Underwritten Placing Shares;        
    and                                                                       
                                                                              
    (ii)    the passing by the Shareholders at a special general              
    meeting of an ordinary resolution to approve the Fully                    
    Underwritten Placing, on or before the date falling 40 days from          
    the date of the Fully Underwritten Placing Agreement (or such             
    later date as the parties to the Fully Underwritten Placing               
    Agreement may agree in writing).                                          
                                                                              
    In the event that the conditions of the Fully Underwritten                
    Placing are not fulfilled on or before the date falling 40 days           
    from the date of the Fully Underwritten Placing Agreement (or             
    such later date as the parties to the Fully Underwritten Placing          
    Agreement may agree in writing), the Fully Underwritten Placing           
    Agreement shall cease and determine and neither the Company nor           
    the Placing Agent shall have any obligations and liabilities              
    under the Fully Underwritten Placing Agreement. Further                   
    announcement will be made by the Company in the event the                 
    conditions of the Fully Underwritten Placing are not fulfilled            
    on or before the date falling 40 days from the date of the Fully          
    Underwritten Placing Agreement (or such later date as the parties         
    to the Fully Underwritten Placing Agreement may agree in                  
    writing).                                                                 
                                                                              
    Completion of the Fully         Completion of the Fully Underwritten      
    Placing will take place on the date falling five business days            
    after                                                                     
      Underwritten Placing: the conditions of the Fully                       
    Underwritten Placing are fulfilled (or such other date as may             
    be agreed between the parties to the Fully Underwritten Placing           
    Agreement).                                                               
                                                                              
    Conditions of the Best  (i)     the passing by the Shareholders           
    at a special general meeting of an ordinary resolution to approve         
    the                                                                       
      Effort Placing:               Best Effort Placing on or before the date 
    falling 40 days from the date of the Best Effort Placing Agreement        
    (or such later date as the parties to the Best Effort Placing             
    Agreement may agree in writing); and                                      
                                                                              
    (ii)    the granting by the Listing Committee or the Division of          
    listing of, and permission to deal in, all