09:41 DICKSON GROUP<00313>-Announcement & Resumption of Trading(2) Placees No fewer than six Placees which will be independent individual, corporate and/or institutional investors, and who and whose ultimate beneficial owners will not be connected person(s) of the Company and will be third parties independent of and not connected with the Company, connected persons of the Company and any of the directors, chief executive or substantial shareholder(s) of the Company or any of its subsidiaries or their respective associates. No Placees will become substantial shareholders (as defined in the Listing Rules) of the Company as a result of the Placing. New Shares The New Shares represent (i) approximately 13.32% of the existing issued share capital of the Company of 1,389,371,515 Shares as at the date of this announcement; and (ii) about 11.75% of the issued share capital of the Company of 1,574,371,515 Shares as enlarged by the Placing. The New Shares will rank, upon issue, pari passu in all respect with the Shares in issue on the date of allotment and issue of the New Shares. Placing Price The Placing Price represents (i) a discount of approximately 12.20% to the closing price of HK$0.041 per Share as quoted on the Stock Exchange on 2 February 2005, being the last trading day before this announcement; (ii) a discount of about 14.29% to the average of the closing price per Share of HK$0.042 as quoted on the Stock Exchange for the last ten trading days ended 2 February 2005, being the last trading day before this announcement, and (iii) a discount of 77.07% when compared with the net assets value per Share of HK$0.157 as at 31 March 2004, the latest audited financial information. The net Placing price is approximately HK$0.035 per New Share. The Placing Price was negotiated on an arm's length basis between the Company and the Placing Agent with reference to the recent trading price of the Shares. Given the existing market conditions in Hong Kong and the general economic environment, the Directors consider that the timing of the Placing is appropriate. The Directors also consider that the terms of the Placing Agreement (including the Placing Price) to be fair and reasonable based on the current market condition and in the interest of the Company and its Shareholders as a whole on the basis that it is an appropriate means to finance a long term investment and an efficient way to raise equity finance whilst broadening the Company's shareholding base. Condition Precedent of the Placing Agreement The Placing Agreement is conditional upon the Listing Approval to be obtained on or before 28 February 2005 (or such later date as may be agreed between the Company and the Placing Agent in writing). If the Listing Approval is not obtained on 28 February 2005 (or such later date as may be agreed between the Company and the Placing Agent in writing), the Placing Agreement shall terminate and neither of the parties thereto shall have any claim against the other. In case the Placing Agreement is terminated, a further announcement will be issued by the Company. Completion of the Placing Completion of the Placing Agreement is expected to take place on the third Business Day after the Company obtaining the Listing Approval or such later date as may be agreed by the Company and the Placing Agent. General mandate The New Shares will be issued under the general mandate to allot, issue and deal with Shares granted to the Directors by resolution of the Shareholders passed at the annual general meeting of the Company held on 27 August 2004. The Company confirmed that such general mandate has not been fully utilised as at the date of the Placing Agreement and no Shares have been repurchased by the Company within 30 days prior to the date of this announcement.