09:34 RUILI HOLD<00491> - Announcement & Resumption of Trading (6) Listing Rules, which is or may be of a price-sensitive nature. Made by the order of the Board, the directors of which individually and jointly accept responsibility for the accuracy of this statement. D. RESUMPTION OF TRADING At the request of the Company, dealings in the Shares on the Stock Exchange were suspended with effect from 9:30 a.m. on 8 February 2005 pending the release of this announcement. Application has been made for the resumption of trading in the Shares on the Stock Exchange with effect from 9:30 a.m. on 16 February 2005. E. DEFINITIONS In this announcement, the following expressions have the meanings set out below unless the context requires otherwise: "2003 Convertible Bonds" the 8% convertible bonds due 22 December 2004 issued with aggregate principal amount of HK$16,000,000 by the Company on 23 December 2003, the conversion rights attached to which have been fully exercised by APL by notice received by the Company on 29 November 2004. Further particulars of the 2003 Convertible Bonds are contained in an announcement issued by the Company on 21 August 2003 "Acquisition" the acquisition of the Property "APL" Asano (Pte) Ltd., a company incorporated in the Republic of Singapore with limited liability. To the best of the knowledge, information and belief of the Directors, after having made all reasonable equiries, APL and its ultimate beneficial owner(s) are not connected with Ms. Tsim or any of the directors, chief executive or substantial shareholder(s) of the Company or its subsidiaries or their respective associate(s) "associate" has the meaning ascribed thereto in the Listing Rules "AWG" Achieve Well Group Limited, a company incorporated in the British Virgin Islands with limited liability. To the best of the knowledge, information and belief of the Directors, after having made all reasonable enquiries, AWG and its ultimate beneficial owner(s) are not connected with any of the directors, chief executive or substantial shareholder(s) of the Company or its subsidiaries or their respective associate(s) "Board" the board of Directors "Company" Ruili Holdings Limited, a company incorporated in Bermuda with limited liability, the shares of which are listed on the Stock Exchange "Completion" completion of the sale and purchase of the Property "Director(s)" the director(s) of the Company "Group" the Company and its subsidiaries "Listing Rules" the Rules Governing the Listing of Securities on the Stock Exchange "Loan I" the entire indebtedness owing by the Company to Ms. Tsim in the amount of HK$8,692,971.84 as at 7 February 2005 "Loan II" the entire indebtedness owing by the Company to APL in the amount of HK$1,199,342.47 as at 7 February 2005 "Loans" Loan I and Loan II "Ms. Tsim" Ms. Tsim Shui Ting "Property" the office on the 2nd Floor of Talon Tower, No.38 Connaught Road West, Hong Kong "Purchaser" Anyone Holdings Limited, a company incorporated in the British Virgin Islands with limited liability and a wholly-owned subsidiary of the Company "S&P Agreement" the sale and purchase agreement dated 7 February 2005 entered into between the Purchaser and the Vendor in relation to the sale and purchase of the Property "Settlement Agreement I" the settlement agreement dated 7 February 2005 entered into between the Company and Ms. Tsim in relation to the settlement of Loan I "Settlement Agreement II" the settlement agreement dated 7 February 2005 entered into between the Company and APL in relation to the settlement of Loan II "Settlement Agreements" Settlement Agreement I and Settlement Agreement II "Settlement Shares" 24,730,786 new Shares to be issued pursuant to the Settlement Agreements "Share(s)" ordinary share(s) of HK$0.40 each in the share capital of the Company