09:27 DICKSON GROUP<00313> - Announcement (4) "Directors" the directors of the Company from time to time "General Mandate" the general mandate approved by the Shareholders on 27 August 2004 authorising the Directors to allot and issue Shares up to 20% of the issued share capital of the Company as at that date "Group" the Company and its subsidiaries "Independent Shareholders" in respect of the refreshment of the General Mandate, the Shareholders other than the Directors (excluding the independent non-executive Directors) and the chief executive of the Company and their respective associates "Placing" the placing of 185,000,000 Shares pursuant to the terms of the placing agreement dated 2 February 2005 entered into between the Company and Eagle Legend Securities Limited as announced by the Company on 4 February 2005 "SGM" the special general meeting of the Company to be convened to consider and, if thought fit, approve the proposed Share Consolidation, the change of board lot size and the refreshment of the General Mandate "Share Consolidation" the proposed consolidation of every 5 Shares in the issued and unissued share capital of the Company into one Consolidated Share in the issued and unissued share capital of the Company "Shareholders" holders of Shares or Consolidated Shares, as the case may be "Shares" ordinary shares of HK$0.01 each in the share capital of the Company prior to the Share Consolidation "Stock Exchange" The Stock Exchange of Hong Kong Limited "Registrar" Secretaries Limited, the branch share registrar of the Company in Hong Kong By order of the Board Dickson Group Holdings Limited Leung Chi Ching, Frederick Executive Director Hong Kong, 8 February 2005 As at the date of this announcement, the Board comprises Messrs. Pun Yat, Leung Chi Ching, Frederick, Chin Wai Kay, Geordie and Cheng Ping Kong, James as the executive directors of the Company; Mr. Fung Wing Mou, Bernard as the non-executive director of the Company and Messrs. Lau Sai Chung, Wong Ying Sheung and Mo Wai Bun as the independent non-executive directors of the Company.