09:33 NORTHERN INT'L<00736> - Ann. & Resumption of Trading (5) (a) the approval of shareholders of the Company (other than the Directors (except for independent non-executive directors of the Company), chief executive of the Company and their respective associates) at a general meeting to be held at which the voting shall be taken on a poll and in accordance with the Listing Rules; (b) the Listing Committee of the Stock Exchange granting listing of and permission to deal in the Offer Shares; (c) compliance with the undertaking to take up all its entitlement under the Open Offer given by Win Channel referred to above; and (d) the obligations of the Underwriter under the Underwriting Agreement becoming unconditional and the Underwriting Agreement not being terminated in accordance with its terms or otherwise. None of the above conditions can be waived. WARNING OF RISKS OF DEALING IN SHARES The Open Offer is conditional upon the obligations of the Underwriter under the Underwriting Agreement having become unconditional and the Underwriter not having terminated the Underwriting Agreement in accordance with the terms thereof. Shareholders and potential investors should therefore exercise caution when dealing in Shares, and if they are in any doubt about their positions, they should consult their professional advisers. Shareholders should note that Shares will be dealt in on an ex-entitlement basis commencing from Wednesday, 2 March 2005 and that dealings in Shares will take place while the conditions to which the Open Offer is subject remain unfulfilled. Any Shareholder or other person dealing in Shares up to the date on which all conditions to which the Open Offer is subject are fulfilled (which is expected to be Friday, 1 April 2005), will accordingly bear the risk that the Open Offer cannot become unconditional and may not proceed. Any Shareholder or other person contemplating selling or purchasing Shares who is in any doubt about his/her/its position is recommended to consult his/her/its own professional adviser. Shareholding structure of the Company: The following is the shareholding structure of the Company immediately before and after completion of the Open Offer (assuming none of the Options will be exercised before the Record Date): Immediately before completion of the Open Offer Immediately after completion of the Open Offer (assuming all Qualifying Holders take up their respective entitlements under the Open Offer) Immediately after completion of the Open Offer (assuming no Qualifying Holder takes up his/her/its entitlement under the Open Offer except for Win Channel) Shares Per cent. Shares Per cent. Shares Per cent. (approximately) (approximately) (approximately) Win Channel (Note 1) 1,300,000,000 26.69 2,600,000,000 26.69 2,600,000,000 26.69 Mr. Chong Sing Yuen (Notes 2&5) 31,581,047 0.65 63,162,094 0.65 31,581,047 0.32 Mr. Wong Siu Keung Joe (Notes 2&3) 8,000,000 0.16 16,000,000 0.16 8,000,000 0.08 Mr. Chu Kiu Fat (Note 2) 40,000 0.00 80,000 0.00 40,000 0.00 Public: Underwriter (Note 4) - - - - 3,569,957,705 36.65 Other public Shareholders 3,530,336,658 72.50 7,060,673,316 72.50 3,530,336,658 36.26 Total 4,869,957,705 100.00 9,739,915,410 100.00 9,739,915,410 100.00 The following is the shareholding structure of the Company immediately before and after completion of the Open Offer (assuming the Options will have been exercised in full before the Record Date):