09:34 RUILI HOLD<00491> - Announcement & Resumption of Trading (5) 3. Benefits of Entering into the Settlement Agreements As at 30 June 2004, the Group had audited net liabilities of approximately HK$6.5 million with total assets of approximately HK$25.2 million and total liabilities of approximately HK$31.6 million. Although the Group's financial position has been greatly improved as a result of the completion of the placing as announced by the Company on 12 November 2004, the Directors still considered the entering into of the Settlement Agreements to be in the interests of the Company as the liabilities of the Group can be reduced by HK$9,892,314.31 and the share capital of the Company can be increased by HK$9,892,314.40 as a result of the issue and allotment of the Settlement Shares. The Directors believe that this arrangement can improve the working capital position of the Group and enhance the capital base of the Company and thus is in the interests of the Company and its shareholders as a whole. 4. Shareholding Structure Set out below is a table showing the shareholding structure of the Company as at the date of this announcement and the shareholding structure of the Company immediately after completion of the Settlement Agreements: As at the date Immediately after completion of this announcement of the Settlement Agreements No. of Shares Approximate % No. of Shares Approximate % Mr. Yu Kam Kee, Lawrence, M.B.E., J.P. (Chairman and Executive Director) 34,382,453 6.69 34,382,453 6.38 Ms. Tsim - - 21,732,430 4.04 APL 8,250,000 1.61 11,248,356 2.09 Public 471,192,872 91.70 471,192,872 87.49 513,825,325 100.00 538,556,111 100.00 5. Fund-Raising Exercise by the Company during the Past 12 Months Reference is made to the announcement issued by the Company on 12 November 2004 in relation to a placing of new shares in the share capital of the Company, which was completed on 21 January 2005. As stated in the circular issued by the Company on 1 December 2004, it is intended that (i) approximately HK$10 million of the net proceeds would be used for the repayment of certain borrowings of the Company and the related interest incurred; (ii) approximately HK$30 million would be set aside for future investment purpose; and (iii) the remaining balance of approximately HK$47 million would be used for the payment of the interest for the 2003 Convertible Bonds and additional general working capital of the Group. The HK$10 million originally designated for repayment of borrowings of the Company will be applied for paying up the Settlement Shares in settlement of the Loans. As at the date of this announcement, HK$2 million out of the HK$30 million originally designated for future investment purpose has been utilized by the Group as payment of deposit under the S&P Agreement, and approximately HK$14 million has been spent by the Company as general working capital of the Group. Apart from the said placing, the Company did not have any other fund raising activities in the past 12 months. 6. General The Settlement Shares will be issued under the general mandate granted to the Directors pursuant to the resolution passed by the Shareholders at the annual general meeting of the Company held on 26 November 2004. An application will be made to the Listing Committee of the Stock Exchange for the listing of, and permission to deal in, the Settlement Shares. C. UNUSUAL PRICE MOVEMENT The Directors have noted the increase in the price of the Shares on 7 February 2005 and wish to state that they are not aware of any reasons for such increase. Save as disclosed in this announcement, the Directors confirm that there are no negotiations or agreements relating to intended acquisitions or realisations which are discloseable under Rule 13.23 of the Listing Rules, neither is the Board aware of any matter discloseable under the general obligation imposed by Rule 13.09 of the The Stock Exchange of Hong Kong Limited received notifications regarding the daily trading summary of derivative warrants as follows:- Trade Date - 15022005 Average Percent Number (HK$) per of Issue of Warrant Number of Still Stock Stock Warrants Bought Warrants Still out in Short Name Code Bought/(Sold) /(Sold) out in Market Market --------------- ---- ------------- --------- -------------- -------- DS-BOCHK@EC0505 9351 50,000 1.34 625,500 3.13% DS-BOCHK@EC0505 9351 (20,000) 1.34 625,500 3.13% DS-HSBC@EC0504 2222 - - 56,000 0.11%