09:17 LEADERSHIP PGL<08010>-Announcement&Resumption of Trading(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. SMI Publishing Group Limited (formerly known as Leadership Publishing Group Limited) (Incorporated in the Cayman Islands with limited liability) (Stock Code: 8010) WRIT AGAINST A WHOLLY-OWNED SUBSIDIARY OF THE COMPANY, CONNECTED TRANSACTION PROPOSED ISSUE OF HK$50 MILLION CONVERTIBLE NOTE AND RESUMPTION OF TRADING Financial adviser to the Company KINGSTON CORPORATE FINANCE LIMITED WRIT AGAINST A WHOLLY-OWNED SUBSIDIARY OF THE COMPANY The Board wishes to announce that Sing Pao received a Writ of Summons issued by the Plaintiff on 14 December 2004, regarding the rental of the Premises together with the miscellaneous fees in the sum of approximately HK$2,305,098 for the tenancy period from September 2004 to December 2004. The Group is seeking to resolve the Claim in an amicable way with the Plaintiff. PROPOSED ISSUE OF HK$50 MILLION CONVERTIBLE NOTE The Board further wishes to announce that on 3 February 2005, the Company entered into the Subscription Agreement with the Subscriber, pursuant to which the Company has agreed to issue and the Subscriber has agreed to subscribe for the Convertible Note in the principal amount of HK$50 million. The Convertible Note bears interest at the rate of 1.5% per annum on the principal amount of the Convertible Note. The Subscriber (beneficially and wholly owned by Mr. QIN Hui) is a substantial Shareholder currently holding approximately 26.36% shareholding interest in the Company. The Subscriber currently holds approximately 15.99% direct interest in the Company and, through its approximately 48.79% interest in SMI, holds approximately 10.37% indirect shareholding interest in the Company. By virtue of the SFO, the Subscriber and Mr. QIN Hui are deemed to be interested in all the Shares in which SMI is interested. The Convertible Note is convertible into the Conversion Shares at the Conversion Price of HK$0.05 per Conversion Share (subject to adjustment) which represents a premium of approximately 66.67% to the closing price of HK$0.03 per Share as quoted on the Stock Exchange on the Latest Trading Date, a premium of approximately 40.45% to the average closing price of approximately HK$0.0356 per Share quoted on the Stock Exchange for the five consecutive trading days up to and including the Latest Trading Date and a premium of approximately 42.45% to the average closing price of approximately HK$0.0351 per Share for the ten consecutive trading days up to and including the Latest Trading Date. Assuming full conversion of the Convertible Note at the Conversion Price of HK$0.05 per Conversion Share (subject to adjustment) and no further issue of Shares or repurchase of Shares by the Company after the date of this announcement, a total of 1,000,000,000 Conversion Shares, representing approximately 100.84% of the Company's existing issued share capital as at the date of this announcement and approximately 50.21% of the Company's issued share capital as enlarged by the issue and allotment of such Convertible Shares, will be issued.