09:23 <00017> & <00917> - Joint Ann & NEW WORLD CHINA Resumed (4) Applications may be made by completing the form of application for excess Rights Shares and lodging the same with a separate remittance for the excess Rights Shares. The Directors will allocate the excess Rights Shares at their discretion on a fair and equitable basis, but will give preference to topping-up odd lots to whole board lots of Shares. Fractional entitlements Fractional entitlements for the nil-paid Rights Shares will not be issued but will be aggregated and sold, if a premium (net of expenses) can be obtained, for the benefit of the Company. Status of the Rights Shares The Rights Shares, when allotted and fully-paid, will rank pari passu with the then existing Shares in issue in all respects. Holders of such Rights Shares will be entitled to receive all future dividends and distributions which are declared after the date of allotment and issue of the Rights Shares. Share certificates for the Rights Shares Subject to the fulfilment of the conditions of the Rights Issue, certificates for all fully-paid Rights Shares are expected to be posted to Qualifying Shareholders who have accepted and applied for (where appropriate), and paid for the Rights Shares by Thursday, 14 April 2005 at their own risk. Share option schemes Pursuant to the terms of the share option schemes adopted by the Company on 18 December 2000 and 26 December 2002, respectively, adjustments to the outstanding Share Options are required to be made upon the Rights Issue becoming unconditional. The Company will announce further details on such adjustments. Application for listing of the Right Shares on the Stock Exchange The Company will apply to the Listing Committee of the Stock Exchange for the listing of, and permission to deal in, the Rights Shares in both nil-paid and fully-paid forms. Nil-paid Rights Shares are expected to be traded in board lots of 400 (Shares then in issue will be traded in board lots of 400). Dealings in nil-paid and fully-paid Rights Shares will be subject to the payment of stamp duty in Hong Kong. Conditions of the Rights Issue The Rights Issue is conditional upon the following conditions being fulfilled: (a) the Company despatching the circular to the Shareholders containing, among other things, details of the Rights Issue together with proxy form and notice of the EGM; (b) the passing by the Independent Shareholders at the EGM of ordinary resolution to approve the Rights Issue (including, but not limited to, the exclusion of the offer of the Rights Issue to the Overseas Shareholders); (c) the Listing Committee of the Stock Exchange granting the listing of, and permission to deal in, the Rights Shares (in both nil-paid and fully-paid forms), subject only to the allotment and despatch of the appropriate documents of title; (d) the filing and registration of all documents relating to the Rights Issue, which are required by law to be filed or registered with the Registrar of Companies in Hong Kong in accordance with the Companies Ordinance and otherwise complying with the requirements of the Companies Law; (e) the posting of the Rights Issue Documents to Qualifying Shareholders; and (f) the obligations of NWD under the Underwriting Agreement becoming unconditional and not being terminated in accordance with the terms of that agreement. The above conditions of the Rights Issue cannot be waived by the Company and/or NWD under the terms of the Underwriting Agreement. If any of the conditions of the Rights Issue are not fulfilled on the Latest Acceptance Date (or such later time and/or date as the Company and NWD may determine), neither the Company nor NWD shall have any rights or be subject to any obligations arising from the Underwriting Agreement and the Rights Issue will lapse.