09:24 WANG ON GROUP<01222>-Announcement & Resumption of Trading(3) Conversion price(s): The conversion price, subject to the usual adjustment in accordance with the terms and conditions thereof, is HK$2.40. The conversion prices of the Convertible Notes are subject to adjustment provisions which as standard terms for convertible securities of similar type. The adjustment events will arise as a result of certain change in the share capital of the Company including consolidation or sub-division of Shares, capitalisation of profits or reserves, capital distributions in cash or specie or subsequent issue of securities in the Company. Interest: 1% per annum on the principal amount of the Convertible Notes outstanding from time to time, payable semi-annually in arrears at the end of each six-month period from the date of issue of the Convertible Notes. Conversion period: Subject to the exercise of the right of redemption by the Company, the Convertible Notes may be converted in whole or in part at any time from the date of issue of the Convertible Notes before the Maturity Date. Conversion Shares: On the basis of the principal amount of HK$68,640,000 and the initial conversion price of HK$2.40 per Share, a maximum total of 28,600,000 Conversion Shares may be issued upon full conversion of the Convertible Notes. The Conversion Shares shall, upon issue, rank pari passu in all respects with the then issued Shares. Maturity Date: Three years from the date of issue of the Convertible Notes, the Company shall, unless the Convertible Notes have previously been converted, repay the outstanding principal amount of the Convertible Notes, together with all unpaid interest accrued thereon up to and including the date of actual repayment. Transferability: the Convertible Notes may not be assigned or transferred to any connected person (as defined in the Listing Rules) of the Company. Early Redemption: The Company shall, at any time before the Maturity Date, have the option to redeem the Convertible Notes in whole or in part. The amount payable for any redemption shall be the aggregate of (i) the relevant amount of the principal amount of the Convertible Notes so redeemed; and (ii) interest accrued in respect of the relevant amount of the principal amount of the Convertible Notes so redeemed. Voting Right The Convertible Notes do not confer any voting rights at general meetings of the Company on the noteholders. Listing: No application will be made for the listing of the Convertible Notes on the Stock Exchange or any other stock exchange. Application will be made to the Stock Exchange for the listing of the Conversion Shares. Such Shares, when fully paid, will rank pari passu in all respects with all Shares in issue or to be issued. The conversion prices were negotiated on an arm's length basis between the Company and Placing Agent. The initial conversion price of HK$2.40 per Share represents (i) a premium of approximately 14.29% to the closing price of HK$2.10 per Share as quoted on the Stock Exchange on 4 February 2005, being the last trading date before the release of this announcement; and (ii) a premium of approximately 19.11% to the average closing price of approximately HK$2.015 per Share for the last five trading days ended 4 February 2005, being the last trading date before suspension pending this announcement. The maximum number of the Conversion Shares which may be issued upon full conversion of all the Convertible Notes based on the initial conversion price of HK$2.40 per Share is 28,600,000 Shares, representing (i) approximately 19.96% of the existing issued share capital of the Company comprising 143,320,366 Shares; and (ii) approximately 16.64% of the Company's issued share capital comprising 171,920,366 Shares as enlarged by the full conversion of all the Convertible Notes. Reasons for the Placing and Use of Proceeds The Directors consider that the issue of the Convertible Notes is an appropriate means through which the Group can raise funds as it provides the Company with the flexibility to redeem the whole or any part of the outstanding principal amount of the relevant Convertible Notes. The Directors also consider that the terms of the Convertible Notes and the Placing Agreement are fair and reasonable given the existing market condition and the general economic environment and in the interests of the Company and its Shareholders as a whole.