09:26     DICKSON GROUP<00313> - Announcement (1)                             

    The Stock Exchange of Hong Kong Limited takes 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.                                                             
                                                                              
                                                                              
    DICKSON GROUP HOLDINGS LIMITED                                            
    (Incorporated in the Cayman Islands and continued in Bermuda with         
    limited liability)                                                        
    (Stock Code: 313)                                                         
                                                                              
    PROPOSED SHARE CONSOLIDATION                                              
    CHANGE OF BOARD LOT SIZE                                                  
    AND                                                                       
    REFRESHMENT OF GENERAL MANDATE                                            
                                                                              
                                                                              
    Reference is made to the announcement of the Company dated 4              
    February 2005. Pursuant to Rule 13.64 of the Listing Rules, the           
    Board proposes that every 5 Shares in the issued and unissued share       
    capital of the Company be consolidated into one Consolidated Share        
    in the issued and unissued share capital of the Company. As at            
    the date of this announcement, there were 1,389,371,515 Shares            
    in issue and 185,000,000 Shares to be issued pursuant to the              
    Placing. Assuming no further Shares will be issued from the date          
    of this announcement up to the date of the SGM, there will be             
    314,874,303 Consolidated Shares in issue following the Share              
    Consolidation and the Placing.                                            
                                                                              
    It is also proposed that the Consolidated Shares will be traded           
    in board lots of 10,000. Based on the closing price of HK$0.04            
    per Share as at the date of this announcement, the value of each          
    board lot of 10,000 Consolidated Shares, assuming the Share               
    Consolidation had already been effective, would be HK$2,000.              
                                                                              
    The Directors were authorized to allot and issue up to 185,249,535        
    Shares pursuant to the General Mandate. Pursuant to the Placing,          
    the Company will allot and issue a total of 185,000,000 Shares            
    under the General Mandate. As the General Mandate will be utilized        
    upon completion of the Placing, the Board proposes to seek the            
    approval of the Independent Shareholders to refresh the General           
    Mandate at the SGM.                                                       
                                                                              
    An independent board committee comprising the independent                 
    non-executive Directors will be formed to advise the Independent          
    Shareholders on the refreshment of the General Mandate and an             
    independent financial adviser will be appointed to advise the             
    independent board committee of the Company on the terms of the            
    refreshment of General Mandate. A circular containing, among              
    other things, information as regards the Share Consolidation, the         
    change of board lot size and the refreshment of the General Mandate,      
    and a letter from an independent financial adviser to be appointed        
    to advise the independent board committee on the refreshment of           
    the General Mandate together with a notice convening the SGM, will        
    be despatched to the Shareholders as soon as practicable.                 
                                                                              
    PROPOSED SHARE CONSOLIDATION                                              
                                                                              
    Reference is made to the announcement of the Company dated 4              
    February 2005. Pursuant to Rule 13.64 of the Listing Rules, the           
    Board proposes that every 5 Shares in the issued and unissued share       
    capital of the Company be consolidated into one Consolidated Share        
    in the issued and unissued share capital of the Company. As at            
    the date of this announcement, there were 1,389,371,515 Shares            
    in issue and 185,000,000 Shares to be issued pursuant to the              
    Placing. Assuming no further Shares will be issued from the date          
    of this announcement up to the date of the SGM, there will be             
    314,874,303 Consolidated Shares in issue following the Share              
    Consolidation and the Placing. The authorised share capital of            
    the Company will remain at HK$200,000,000. The number of                  
    authorised shares will be reduced as a result of the Share                
    Consolidation from 20,000,000,000 Shares to 4,000,000,000                 
    Consolidated Shares.                                                      
                                                                              
    As at the date of this announcement, there are no outstanding             
    options, warrants or securities convertible or exchangeable into          
    Shares.                                                                   
                                                                              
    The implementation of the Share Consolidation is conditional              
    upon:                                                                     
                                                                              
    (i)   the passing of the necessary ordinary resolution by the             
    Shareholders at the SGM to approve the Share Consolidation; and           
                                                                              
    (ii)   the Listing Committee of the Stock Exchange granting the           
    listing of, and permission to deal in, the Consolidated Shares.