10:26 CHINA SCI-TECH<00985> - Announcement & Resumption (5) the occurrence of any local, national or international event or change (whether or not forming part of a series of events or changes occurring or continuing before and/or after the date of the New Shares Placing Agreement) of a political, military, financial, economic, currency (including a change in the system under which the value of the Hong Kong currency is linked to the currency of the United States of America) or other nature (whether or not sui generis with any of the foregoing), or in the nature of any local, national, international outbreak or escalation of hostilities or armed conflict, or affecting local securities market or the occurrence of any combination of circumstances which may, in the reasonable opinion of the Placing Agent, materially and adversely affect the business or the financial or trading position or prospects of the Group as a whole or adversely prejudices the success of the New Shares Placing of the Placing Shares by potential investor(s) or otherwise makes it inexpedient or inadvisable for the Company or the Placing Agent to proceed with the New Shares Placing; or (iii) any change in market conditions or combination of circumstances in Hong Kong (including without limitation suspension or material restriction on trading in securities) occurs which affect the success of the New Shares Placing (such success being the placing of the Placing Shares to potential investor(s)) or otherwise in the reasonable opinion of the Placing Agent make it inexpedient or inadvisable or inappropriate for the Company or the Placing Agent to proceed with the New Shares Placing; or (iv) any material breach of or omits to observe any of the obligations or undertakings expressed or assumed by the Company under the New Shares Placing Agreement; or (v) any suspension in the trading of the Shares/New Shares on the Stock Exchange for more than ten consecutive trading days save for the purposes of clearance of the announcement relating to the New Shares Placing Agreement or circulars relating to the New Shares Placing and/or the sale and purchase agreement and the ancillary agreements thereto; or (vi) the Placing Agent shall become aware of the fact that any of the representations or warranties contained in the New Shares Placing Agreement was, when given, untrue or inaccurate or would in any respect be untrue or inaccurate if repeated the Placing Agent shall determine that any such untrue representation or warranty represents or is likely to represent a material adverse change in the financial or trading position or prospects of the Group taken as a whole or will otherwise likely to have a material prejudicial effect on the New Shares Placing. The Placing Agent shall be entitled (but not bound) by notice in writing to the Company to elect to treat such matter or event as releasing and discharging the Placing Agent from its obligations under the New Shares Placing Agreement. Upon giving of notice pursuant to the paragraph above, all obligations of the Placing Agent hereunder shall cease and determine and no party shall have any claim against any other parties in respect of any matter or thing arising out of or in connection with the New Shares Placing Agreement, save for any antecedent breaches. The Directors are not aware of the occurrence of any of such events as at the date of this announcement. Completion of the New Shares Placing The conditions set out in the New Shares Placing Agreement is expected to be fulfilled on or before 31 March 2005, or such later date as may be agreed by the Company and the Placing Agent. The completion of the New Shares Placing will take place on the third business day after the New Shares Placing Agreement becomes unconditional. Application will be made to the Stock Exchange to grant the listing of, and permission to deal in, the Placing Shares. CN PLACING Date of CN Placing Agreement 1 February 2005 Parties The Company and Placing Agent Placing Agent The Placing Agent has conditionally agreed with the Company to place, on a fully underwritten basis, the Convertible Notes which are proposed to be issued in an aggregate principal amount of HK$60,000,000. The Placing Agent will receive a placing commission of 2.5% of the amount equal to the aggregate principal amount of the Convertible Notes, which was arrived at after arm's length negotiations between the Company and the Placing Agent. The Placing Agent and its ultimate beneficial owners are not connected persons of the Company and are third parties independent of