09:48 ASIA STANDARD<00129> - Announcement & Resumption (1) The Stock Exchange of Hong Kong Limited and the Securities and Futures Commission take 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. ASIA STANDARD INTERNATIONAL GROUP LIMITED ()* (Incorporated in Bermuda with limited liability) (Stock Code: 00129) PLACING OF EXISTING SHARES AND SUBSCRIPTION FOR NEW SHARES AND CONNECTED TRANSACTION PLACING AGENT AND UNDERWRITER CLSA LIMITED On 2nd February, 2005, the Vendors entered into the Placing and Underwriting Agreement with the Placing Agent pursuant to which the Placing Agent agreed to place on behalf of the Vendors, 750,000,000 existing Shares held by the Vendors with an option to place an additional 70,000,000 existing Shares held by the Vendors, all at a price of HK$0.38 per Placing Share. AOCL further entered into the AO Subscription Agreement with the Company on 2nd February, 2005 pursuant to which AOCL agreed to subscribe for or procure the other Vendors to subscribe for, subject to completion of the Placing, 750,000,000 new Shares at a subscription price of HK$0.38 per AO Subscription Share, and if the Placing Agent exercises the Option, AOCL agreed to subscribe for or procure the other Vendors to subscribe for an additional 70,000,000 new Shares, also at a subscription price of HK$0.38 per AO Subscription Share. The Option was fully exercised by the Placing Agent immediately after execution of the Placing and Underwriting Agreement, thus increasing the number of Placing Shares to 820,000,000. The Placing Shares represent approximately 19.95% of the existing issued share capital of the Company and approximately 16.63% and 16.15% of the issued share capital of the Company as enlarged by the AO Subscription and the Grosvenor Subscription respectively. The Placing Shares will be placed by the Placing Agent to more than six professional, institutional and/or individual investors. All the Placees will be Independent Third Parties. The Placing Agent has the right to terminate the Placing and Underwriting Agreement on the occurrence of certain events, including force majeure, occurring prior to the completion of the Placing. If the Placing Agent exercises such right, the Placing will not proceed. On 2nd February, 2005, Grosvenor, a substantial shareholder of the Company holding approximately 14.92% of the entire issued share capital of the Company, entered into the Grosvenor Subscription Agreement with the Company for the subscription for 132,500,000 new Shares at a subscription price of HK$0.38 per Grosvenor Subscription Share. Pursuant to the Grosvenor Subscription Agreement, if the Placing Agent exercises the Option, Grosvenor will subscribe for an additional 12,500,000 new Shares, also at a subscription price of HK$0.38 per Grosvenor Subscription Share. As the Option has been exercised, the number of Grosvenor Subscription Shares is increased to 145,000,000. The Grosvenor Subscription Shares represent approximately 3.53% of the existing issued share capital of the Company and approximately 2.94% and 2.86% of the issued share capital of the Company as enlarged by the AO Subscription and the Grosvenor Subscription respectively. As Grosvenor is a substantial shareholder of the Company, the Grosvenor Subscription constitutes a connected transaction for the Company and is subject to approval of the Independent Shareholders at a special general meeting to be convened by the Company. The Placing and the Subscriptions are effected to enable the Company to raise funds. Upon completion of the Placing and the Subscriptions, the Company will raise a maximum net proceeds of approximately HK$359,500,000 and it intends to use such proceeds for payment of land premium for the Group's existing residential projects in Hong Kong, repayment of bank borrowings of the Group and as the Company's general working capital. Trading in the Shares has been suspended at the request of the Company with effect from 9:30 a.m. on 3rd February 2005 pending the release of this announcement. An application has been made to the Stock Exchange for resumption of trading of the Shares with effect