09:17 HON PO GROUP<00228> - Announcement & Resumption (7) Parallel trading ends 4:00 p.m. 11 May 2005 Last day of operation of odd lot trading facility 11 May 2005 Latest time for free exchange of share certificates 14 May 2005 (4) PROPOSED REFRESHMENT Of GENERAL MANDATE At the date of this announcement, the existing general mandate has been utilized and the board of Directors proposes to refresh the general mandate. The refreshment of the general mandate is subject to the Independent Shareholders' approval by way of poll at the EGM. As at the date of this announcement, Hon Po Investment Limited is beneficially interested in approximately 50.26% of the issued share capital of the Company therefore it is required to abstain from voting to the refreshment of the general mandate at the EGM. General The principal activities of the Company is investment holding. The principal activities of the Company's subsidiaries involve the operation of a chain of Chinese restaurants and food manufacturing in Hong Kong. The Directors consider that the terms of the Placing Agreement are fair and reasonable and in the interests of the Company and the Shareholders as a whole. The issue of Conversion Shares falling to be issued upon exercise of the conversion rights attached to the Convertible Notes and the refreshment of general mandate are subject to the Shareholders' and Independent Shareholders' approval respectively at the EGM. An independent board committee will be established to make recommendations to the Shareholders and an independent financial adviser will be appointed to advise the independent board committee and the Shareholders in relation to the proposed refreshment of general mandate. A circular containing further details of the Placing, Share Consolidation, the change of board lot size and the refreshment of general mandate, together with notice of EGM will be dispatched to the Shareholders as soon as practicable. (5) RESUMPTION OF TRADING At the request of the Company, trading in Shares on the Stock Exchange was suspended from 9:30 a.m. on 8 February 2005 pending the release of this announcement. Application has been made by the Company to the Stock Exchange for the resumption of trading in Shares on the Stock Exchange with effect from 9:30 a.m. on 22 February 2005. TERMS AND DEFINITION "associate(s)" has the meaning ascribed to it in the Listing Rules "Board" the board of directors of the Company "Company" Hon Po Group (Lobster King) Limited, a company incorporated in the Cayman Islands with limited liability and the Shares of which are listed on the Stock Exchange "Consolidated Share(s)" Ordinary shares of HK$0.05 each in the share capital of the Company upon the Share Consolidation being effective. "Conversion Price" HK$0.02 per Share (which is subject to adjustment including but not limited to the Share Consolidation) or adjusted to HK$0.10 per Consolidated Share upon the Share Consolidation being effective. "Conversion Share(s)" the new Shares to be issued by the Company upon the exercise of the conversion rights attaching to the Convertible Notes by the holders thereof "Convertible Note(s)" the convertible notes to be issued by the Company in the aggregate principal amount of HK$40,000,000 in maximum "Director(s)" director(s) of the Company "EGM" an extraordinary general meeting of the Company to be convened to approve, amongst other things, the issue of the Convertible Notes, Share Consolidation, change of the board lot size and the refreshment of general mandate or any adjournment thereof "Group" The Company and its subsidiaries "Hong Kong" Hong Kong Special Administrative Region of the People's