09:43 SHOUGANG GRAND<00730> - 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. This announcement appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities of Shougang Concord Grand (Group) Limited and Global Digital Creations Holdings Limited. SHOUGANG CONCORD GRAND (GROUP) LIMITED (incorporated in Bermuda with limited liability) (Stock Code: 730) GLOBAL DIGITAL CREATIONS HOLDINGS LIMITED (incorporated in Bermuda with limited liability) (Stock Code: 8271) Voluntary share exchange offer by DBS Asia Capital Limited on behalf of Upper Nice Assets Ltd., a wholly-owned subsidiary of Shougang Concord Grand (Group) Limited, to acquire all the issued shares of, and a voluntary conditional cash offer to cancel all the outstanding options of, Global Digital Creations Holdings Limited (other than those already owned by the Offeror and parties acting in concert with it) Major Transaction of Shougang Concord Grand (Group) Limited Further announcement in respect of the possible investment in China Life Insurance (Overseas) Company Limited Further to the announcement of SCG on 28 January 2005, the directors of SCG and GDC wish to set out the potential impact of the memorandum signed with China Life Insurance (Overseas) Company Limited in respect of the proposed subscription of new shares in China Life (Overseas) Company Limited by SCG. Further to the announcement of SCG on 28 January 2005 ("MOU Announcement"), the directors of SCG and GDC wish to set out the potential impact of the memorandum (the "Memorandum") signed with China Life Insurance (Overseas) Company Limited ("China Life (Overseas)") in respect of the proposed subscription of new shares in China Life (Overseas) by SCG (the "Proposed Transaction"). Terms defined herein shall have the same meanings as set out in the offer document of SCG dated 13 January 2005 (the "Offer Document"), unless otherwise stated. As disclosed in the MOU Announcement, the directors of SCG have stated that the initial subscription price is proposed to be HK$800 million for a 40% stake in the capital of China Life (Overseas), as enlarged by the Proposed Transaction. The consideration may be satisfied in cash from the Company's internal resources and/or borrowings and/or issue of securities or a combination of any of these methods. Based on the existing financial position of SCG, SCG may require further funds to finance the Proposed Transaction by way of borrowings and/or issue of securities and SCG's gearing ratio will be increased and/or the shareholders' interests in SCG will be diluted. However, no concrete terms have been reached in respect of the Proposed Transaction and the parties will commence due diligence and negotiation of the principal terms for the Proposed Transaction after the signing of the Memorandum. The Memorandum also gives SCG an exclusive right for a period of up to 30 June 2005 to consider the Proposed Transaction. In the circumstances, the directors of SCG are of the view that it is pre-mature to consider whether completion of the Proposed Transaction will have any impact on the Offers and/or SCG and/or GDC. The Proposed Transaction may or may not be finalized at the time of closing of the Offers and shareholders of SCG and investors should exercise caution in dealing with the securities of SCG. The Stock Exchange of Hong Kong Limited received notifications regarding the daily trading summary of derivative warrants as follows:- Trade Date - 02022005 Average Percent Number (HK$) per of Issue of Warrant Number of still Stock Stock Warrant Bought Warrants Still out in ShortName Code Bought/(Sold) /(Sold) out in Market Market --------------- ---- ------------- --------- -------------- -------- MB-SHK P@EC0505 2182 3,850,000 0.409 4,940,000 3.58% MB-SHK P@EC0505 2182 (4,680,000) (0.400) 4,940,000 3.58% MB-SHK P@EP0502 2183 - - 1,990,000 1.18% MB-SHK P@EP0502 2183 - - 1,990,000 1.18% MB-ALUCO@XC0506 2186 5,870,000 0.144 57,988,000 30.84% MB-ALUCO@XC0506 2186 (7,388,000) (0.141) 57,988,000 30.84% MB-BRI C@XC0508 2187 - - 4,430,000 2.36% MB-BRI C@XC0508 2187 - - 4,430,000 2.36% MB-DENWY@XC0507 2188 - - 55,910,000 27.54% MB-DENWY@XC0507 2188 - - 55,910,000 27.54% MB-C MOB@XC0507 2200 - - 6,310,000 1.63% MB-C MOB@XC0507 2200 (1,000,000) (0.128) 6,310,000 1.63% MB-C RES@EC0603 2201 2,000,000 0.198 2,540,000 0.65% MB-C RES@EC0603 2201 (1,700,000) (0.194) 2,540,000 0.65% MB-HKEX @EC0505 2202 100,000 0.265 22,020,000 11.71% MB-HKEX @EC0505 2202 (2,080,000) (0.255) 22,020,000 11.71% MB-HS BK@XC0505 2203 - - 180,000 0.07% MB-HS BK@XC0505 2203 - - 180,000 0.07% MB-C TEL@XC0502 2211 - - 1,560,000 0.40% MB-C TEL@XC0502 2211 - - 1,560,000 0.40% MB-HWL @XC0502A 2212 - - 170,000 0.06% MB-HWL @XC0502A 2212 - - 170,000 0.06% MB-PETCH@XC0503 2213 - - 106,078,000 27.34% MB-PETCH@XC0503 2213 - - 106,078,000 27.34% MB-HUA P@XC0605 2221 - - 20,540,000 20.54% MB-HUA P@XC0605 2221 - - 20,540,000 20.54% MB-PINAN@EC0508 2229 530,000 0.274 4,535,000 1.17% MB-PINAN@EC0508 2229 - - 4,535,000 1.17% MB-NWD @XC0509 2248 1,020,000 0.139 11,360,000 2.93% MB-NWD @XC0509 2248 (1,530,000) (0.136) 11,360,000 2.93% MBCK(H)@XC0506A 2282 - - 1,260,000 0.53% MBCK(H)@XC0506A 2282 - - 1,260,000 0.53% MB-HWL @EC0502B 2283 - - 7,450,000 3.13% MB-HWL @EC0502B 2283 - - 7,450,000 3.13% MB-L&F @EC0509 2284 100,000 0.285 620,000 0.21% MB-L&F @EC0509 2284 (100,000) (0.275) 620,000 0.21% MB-SHK P@EC0503 2285 30,000 0.035 2,470,000 1.31% MB-SHK P@EC0503 2285 - - 2,470,000 1.31% MBHSCEI@EC0503A 2292 - - - 0.00% MBHSCEI@EC0503A 2292 - - - 0.00% MB-HSI @EC0503A 2293 - - 120,000 0.01% MB-HSI @EC0503A 2293 - - 120,000 0.01% MBHSCEI@EP0503B 2294 - - 6,910,000 1.78% MBHSCEI@EP0503B 2294 - - 6,910,000 1.78% MB-HSI @EP0503B 2295 - - 520,000 0.06% MB-HSI @EP0503B 2295 - - 520,000 0.06% MB-MTRC @XC0506 2296 - - 2,650,000 0.68% MB-MTRC @XC0506 2296 - - 2,650,000 0.68% MB-BEA @EC0509 3508 2,000,000 0.162 6,792,000 2.72% MB-BEA @EC0509 3508 (2,676,000) (0.165) 6,792,000 2.72% MB-SPA @EC0509 3509 100,000 0.450 540,000 0.27% MB-SPA @EC0509 3509 - - 540,000 0.27% MB-WHARF@EC0508 3510 500,000 0.094 11,220,000 4.49% MB-WHARF@EC0508 3510 (800,000) (0.097) 11,220,000 4.49% MBCLIFE@EC0506A 3516 1,200,000 0.066 14,719,000 5.26% MBCLIFE@EC0506A 3516 - - 14,719,000 5.26% MBPETCH@EC0506B 3517 1,702,000 0.139 7,178,000 1.85% MBPETCH@EC0506B 3517 (1,842,000) (0.141) 7,178,000 1.85% MB-PETCH@EC0511 3518 620,000 0.120 1,394,000 0.36% MB-PETCH@EC0511 3518 (620,000) (0.117) 1,394,000 0.36% MBBOCHK@EC0506A 3549 - - 3,954,000 2.10% MBBOCHK@EC0506A 3549 - - 3,954,000 2.10% MB-DENWY@EC0506 3550 8,100,000 0.165 100,000 0.05% MB-DENWY@EC0506 3550 (8,100,000) (0.160) 100,000 0.05% MB-HSBC@EC0506A 3551 100,000 0.044 15,820,000 4.08% MB-HSBC@EC0506A 3551 (500,000) (0.043) 15,820,000 4.08% MB-HSBC @EP0505 3552 - - 932,000 0.73% MB-HSBC @EP0505 3552 - - 932,000 0.73% MB-YZ CM@EC0510 3553 - - 660,000 0.17% MB-YZ CM@EC0510 3553 - - 660,000 0.17% MBCK(H)@EC0506B 3554 17,860,000 0.220 2,900,000 0.97% MBCK(H)@EC0506B 3554 (17,390,000) (0.218) 2,900,000 0.97% MB-HKEX @EC0512 3555 200,000 0.178 1,420,000 0.37% MB-HKEX @EC0512 3555 - - 1,420,000 0.37% MB-HWL @EC0506B 3556 - - 550,000 0.23% MB-HWL @EC0506B 3556 (20,000) (0.600) 550,000 0.23% MB-HWL @EC0506C 3557 17,920,000 0.339 5,500,000 1.42% MB-HWL @EC0506C 3557 (18,740,000) (0.336) 5,500,000 1.42%