09:32 NORTHERN INT'L<00736> - Ann. & Resumption of Trading (2) Number of Shares in issue upon completion of the Open Offer Not less than 9,739,915,410 and not more than 9,778,515,410 Shares Number of Offer Shares undertaken to be taken up by Win Channel 1,300,000,000 Offer Shares, being the full entitlement of Win Channel under the Open Offer Number of Offer Shares underwritten by the Underwriter up to 3,589,257,705 Offer Shares As at the date of this announcement, the Company has outstanding options for the holders of Options to subscribe for a total of 19,300,000 Shares at the exercise price of HK$0.01 per Share, subject to adjustment. Save for the Options, the Company has no derivatives, options, warrants and conversion rights or other similar rights which are convertible into Shares. Qualifying Holders: The Company will send (i) the Prospectus Documents to the Qualifying Holders; and (ii) the Prospectus, for information only, to the Excluded Shareholders. To qualify for the Open Offer, Shareholders must be registered as members of the Company on the register of members of the Company on the Record Date and not be Excluded Shareholders and holders of the Options must exercise their respective Options in accordance with the relevant procedures specified in the share option scheme of the Company on or before Thursday, 3 March 2005, be registered as members of the Company on the register of members of the Company on the Record Date and not be Excluded Shareholders. In order to be registered as members of the Company on the Record Date, Shareholders must lodge any transfer of Shares (with the relevant Share certificates) for registration with the Registrar by 4:00 p.m. on Thursday, 3 March 2005. The Registrar is: Secretaries Limited Ground Floor, Bank of East Asia Harbour View Centre 56 Gloucester Road, Wanchai, Hong Kong The invitation to subscribe for the Offer Shares to be made to the Qualifying Holders will not be transferable. There will not be any trading in nil-paid entitlements on the Stock Exchange and the Qualifying Holders will not be entitled to subscribe for any Offer Shares in excess of their respective entitlements to subscribe for the Offer Shares. The Directors consider that such structure of the Open Offer, which will involve less administrative work and costs, is in the best interest of the Company and the Shareholders as a whole. Closure of register of members: The register of members of the Company will be closed from Friday, 4 March 2005 to Tuesday, 8 March 2005 (both dates inclusive) to determine the eligibility of Shareholders to the Open Offer. No transfer of New Shares will be registered during this period. Subscription Price: HK$0.020 per Offer Share, payable in full on application. The Subscription Price represents: (i) a discount of approximately 33.3% to the closing price of HK$0.03 per Share as quoted on the Stock Exchange on 20 January 2005, being the last trading day before the suspension of trading in the Shares pending the publication of this announcement; (ii) a discount of approximately 20.0% to the theoretical ex-entitlement price of approximately HK$0.025 per Share based on the aforesaid closing price per Share; (iii) a discount of approximately 32.0 % to the average closing price of HK$0.0294 per Share as quoted on the Stock Exchange for the last 5 consecutive trading days up to and including 20 January 2005; (iv) a discount of approximately 31.3 % to the average closing price of HK$0.0291 per Share as quoted on the Stock Exchange for the last 10 consecutive trading days up to and including 20 January 2005; and