09:34     RADFORD CAPITAL<00901> - Announcement (2)                           

    Placing Fees                                                              
                                                                              
    The Placing Agent will receive HK$199,301.52 as placing commission being  
     2% on the gross proceeds of the Placing.                                 
                                                                              
    Placees and the Placing Agent                                             
                                                                              
    Placees shall include not fewer than six independent individuals and/or   
    institutional investors who are not connected persons of the Company as   
    defined under the Rules (the "Listing Rules") Governing the Listing of    
    Securities on the Stock Exchange.                                         
                                                                              
    The Placing Agent is an independent third party and is not a connected    
    person of the Company as defined under the Listing Rules.                 
                                                                              
    Condition of the Placing                                                  
                                                                              
    The Placing is conditional upon the Listing Committee of the Stock        
    Exchange granting listing of, and permission to deal in, the Placing      
    Shares. Application will be made by the Company to the Stock Exchange     
    for listing of, and permission to deal, in the Placing Shares.            
                                                                              
    Force majeure                                                             
                                                                              
    The Placing is subject to termination on the occurrence of certain        
    events before 9:30 a.m. (Hong Kong time) on the completion date of the    
    Placing Agreement including:                                              
                                                                              
    (i)   any material breach of any of the representations and warranties    
    set out in the Placing Agreement; or                                      
                                                                              
    (ii)   the introduction of any new law or regulation or any change in     
    existing laws or regulations or change in the interpretation or           
    application thereof; or                                                   
                                                                              
    (iii)   the occurrence of any event, development or change (whether or    
    not local, national or international or forming part of a series of       
    events or changes occurring or continuing before, on and/or after the     
    date hereof and including an event or change in relation to or a          
    development of an existing state of affairs) of a political, military,    
    industrial, financial, economic or other nature, whether or not sui       
    generis with any of the foregoing, resulting in a material adverse        
    change in, or which might be expected to result in a material adverse     
    change in, political, economic or stock market conditions; or             
                                                                              
    (iv)   the imposition of any moratorium, suspension or material           
    restriction on trading in securities generally on the Stock Exchange      
    occurring due to exceptional financial circumstances or otherwise; or     
                                                                              
    (v)   a change or development involving a prospective change in taxation  
     in Hong Kong, the Cayman Islands or the People's Republic of China or    
    the implementation of exchange controls which shall or might materially   
    and adversely affect the Group (as a whole) or its present or             
    prospective shareholders in their capacity as such; or                    
                                                                              
    (vi)   any change or deterioration in the conditions of local, national   
    or international securities markets occurs.                               
                                                                              
    The Board is not aware of the occurrence of any of such events as at the  
     date of this announcement.                                               
                                                                              
    Completion                                                                
                                                                              
    The Placing is to be completed on or before the second business day (or   
    such other dates parties may agree) after satisfaction of the condition   
    as stated in the paragraph headed "Condition of the Placing". The         
    Placing Agreement will lapse if such condition is not satisfied by 28     
    February 2005 unless the parties agree otherwise.                         
                                                                              
    General Mandate                                                           
                                                                              
    The Placing Shares will be issued under the general mandate (the          
    "General Mandate") to issue new shares which was granted to the Board at  
     the extraordinary general meeting of the Company held on 7 February      
    2005.                                                                     
                                                                              
    Use of Proceeds                                                           
                                                                              
    The net proceeds from the Placing of approximately HK$9.7 million will    
    be used for repayment of non-bank borrowing to lenders who are            
    independent third parties.                                                
                                                                              
    Reason for the Placing