09:22 <00017> & <00917> - Joint Ann & NEW WORLD CHINA Resumed (3) The Company retains the right, however, in its discretion to vary the requirements set forth above to avoid any offer of Rights Shares to Shareholders (without compliance with registration or other legal requirements) outside Hong Kong. In order to be registered as a member of the Company on the Record Date, the Shareholders must lodge any transfers of Shares (with the relevant Share certificate(s)) with the Company's branch share registrar in Hong Kong by 4:00 p.m. on Friday, 11 March 2005. The last day of dealings in Shares on a cum-rights basis is therefore expected to be Wednesday, 9 March 2005. The Shares will be dealt with on an ex-rights basis from Thursday, 10 March 2005. The Company's branch share registrar in Hong Kong is: Standard Registrars Limited G/F., Bank of East Asia Harbour View Centre 56 Gloucester Road Wanchai Hong Kong It is intended that the Company's register of members will be closed from Monday, 14 March 2005 to Monday, 21 March 2005, both dates inclusive, for the purpose of, among other things, establishing entitlements to the Rights Issue. No transfer of Shares will be registered during this period. Rights of Overseas Shareholders The Rights Issue Documents will not be registered or filed under the applicable securities or equivalent legislation of any jurisdiction other than Hong Kong. The Company will send the Prospectus (without the provisional allotment letters and forms of application for excess Rights Shares) to the Overseas Shareholders for their information only. Arrangements will be made for the Rights Shares, which would otherwise have been provisionally allotted to Overseas Shareholders in nil-paid form, to be sold as soon as practicable after dealings in nil-paid Rights Shares commence, if a premium, net of expenses, can be obtained. The proceeds of each sale, less expenses, of HK$100 or more will be paid to the Overseas Shareholders in Hong Kong dollars pro rata to their respective shareholding. The Company will keep individual amounts of less than HK$100 for its own benefit. Subscription Price The Subscription Price for the Rights Shares is HK$2.80 per Rights Share, payable in full when a Qualifying Shareholder accepts his/her provisional allotment under the Rights Issue or applies for excess Rights Shares or when a transferee of nil-paid Rights Shares subscribes for the Rights Shares. The Subscription Price represents: --- a discount of approximately 30.0% to the closing price of HK$4.00 per Share as quoted on the Stock Exchange on Thursday, 17 February, 2005, being the Latest Practicable Date; --- a discount of approximately 26.3% to the average closing price of HK$3.80 per Share for the 10 consecutive trading days up to and including Thursday, 17 February 2005, being the Latest Practicable Date; --- a discount of approximately 14.6% to the theoretical ex-rights price of HK$3.28 per Share based on the closing price as quoted on the Stock Exchange on Thursday, 17 February 2005, being the Latest Practicable Date; and --- a discount of approximately 74.5% to the audited consolidated net tangible asset value of approximately HK$10.99 per Share as at Wednesday, 30 June 2004. The Subscription Price was arrived at after arm's length negotiation between the Company and NWD with reference to the market price of the Shares under prevailing market conditions and each Shareholder is entitled to subscribe for the Rights Shares at the same price in proportion to his or her existing shareholding in the Company. The Directors consider the Subscription Price to be fair and reasonable and to be in the interests of the Company and the Shareholders as a whole. Application for excess Rights Shares Qualifying Shareholders are entitled to apply for any unsold entitlements of the Overseas Shareholders, unsold Rights Shares created by adding together fractions of the Rights Shares and any nil-paid Rights Shares provisionally allotted but not accepted.