09:01 SHOUGANG GRAND<00730> - Announcement (2) If the GDC Shares have been lodged with a licensed securities dealer/custodian bank through CCASS, GDC Shareholders who wish to accept the Offers should instruct their respective licensed securities dealer/custodian bank to authorize HKSCC Nominees Limited to accept the Offers on their behalf on or before the deadline set out by HKSCC Nominees Limited, in this case, Monday, 28 February 2005. Separately, the board of directors of GDC had noted the increase in the price of GDC Shares on 14 February 2005, and wishes to state that it is not aware of any reasons for such increase in the price of GDC Shares, except for the matters as contained in this announcement and the undergoing major transaction of SCG which involves, among others, a voluntary conditional share exchange offer by DBS Asia Capital Limited on behalf of a wholly owned subsidiary of SCG to acquire all the issued GDC Shares as disclosed in the joint announcement of GDC and SCG dated 19 November 2004. Reference is made to the joint announcement dated 19 November 2004 (the "Joint Announcement") and the Offer Document dated 13 January 2005 (the "Offer Document"). Terms defined in the Offer Document shall have the same meanings when used herein, unless otherwise stated. Acceptance level of the Offers As at 4:00 p.m. on 14 February 2005, valid acceptances have been received in respect of 461,833,761 GDC Shares (representing approximately 57.67% of the issued share capital of GDC as at date of this announcement) under the Offers. As at the date of the Joint Announcement, the Offeror and parties acting in concert with it did not own any shares and/or securities in GDC and they have not dealt in GDC Shares and/or GDC securities throughout the period between the date of the Joint Announcement and the date of this announcement. Accordingly, after taking into account the valid acceptances received under the Offers, the Offeror and parties acting in concert with it together own 461,833,761 GDC Shares, representing approximately 57.67% of the issued share capital of GDC as at the date of this announcement. Save as disclosed above, as at the date of this announcement, the Offeror and parties acting in concert with it do not own or control any GDC Shares, GDC Options, convertible securities, warrants, or other derivatives of GDC. Condition (d) of the Offers has therefore been fulfilled as at 14 February 2005. Upflow Holdings Limited and Mr. Anthony Francis Neoh, who together own 339,096,746 GDC Shares, 42.34% of all issued GDC Shares, have accepted the Offers pursuant to the irrevocable undertaking. Other directors of GDC holding in aggregate 21,379,090 GDC Shares, 2.67% of all issued GDC Shares, and 14,300,000 GDC Options have accepted the Offers in full. All outstanding grantees under the FS Scheme (including Mr Anthony Francis Neoh and Ms. Mak Lai Yu, Amelia) have also accepted the Share Exchange Offer for an aggregate of 40,193,002 GDC Shares, 5.02% of all issued GDC Shares, following the exercise of their respective option under the FS Scheme. Accordingly, Upflow Holdings Limited and Mr. Anthony Francis Neoh have successfully procured more than 50% of GDC Shareholders to accept the Offers. The Offers becoming unconditional in all respects As disclosed in the announcement of SCG dated 31 January 2005, condition (a) of the Offers has been fulfilled on 31 January 2005. Conditions (b), (c), (d) and (e) of the Offers have been fulfilled on 14 February 2005. Accordingly, the Offeror announces that the Offers are declared unconditional in all respects on 14 February 2005.