09:17 TOPSEARCH INT'L<02323>-Announcement&Resumption of Trading(4) Public float The Company is able to meet the public float requirements after completion of the Subscription. Costs and expenses Each party to the Placing Agreement and Subscription Agreement shall pay its own costs, expenses of its own legal and other professional advisers and out-of-pocket expenses incurred in connection with the Placing and the Subscription. Nevertheless, the Company shall fully reimburse all of Inni's reasonable costs, fees and expenses relating to the Placing, including the expenses, all seller's Hong Kong stamp duty on the relevant sold notes and instruments of transfer, SFC transaction levy and Stock Exchange trading fee. Reasons for the Placing and the Subscription and use of proceeds The principal business activities of the Company and its subsidiaries are the manufacture and sale of a broad range of double-sided and multilayer printed circuit boards. The Directors consider that the Placing and the Subscription will increase the shareholders base of the Company and the liquidity of the Shares. The net proceeds receivable by the Company under the Subscription is estimated to be approximately HK$61,500,000 (after deducting expenses of approximately HK$1,500,000) in the event that 70,000,000 Shares are successfully placed pursuant to the Placing. It is presently intended that the net proceeds will be used as part of construction cost for the production plant of the Company situate at Shaoguan, the People's Republic of China. The floor area of the said production plant upon completion (which is expected to be before the end of 2005) is approximately 56,000 square metres. The total construction cost for the said production plant is estimated to amount to approximately HK$100,000,000. The remaining balance of the construction costs (after deducting the net proceeds derived from the Subscription) would be financed by internal resources of the Group. The Board confirms that the terms of the Placing Agreement and the Subscription Agreement have been negotiated on an arm's length basis and are normal commercial terms based on the prevailing market conditions. The Board has considered the terms of the Placing Agreement and Subscription Agreement and are of the view that they are fair and reasonable and in the best interests of the Company and its shareholders as a whole. Funds raised by the Company during the 12 months immediately before the date of this announcement The Company has not engaged in any fund-raising activities through the issue of equity securities in the 12 months immediately preceding the date of this announcement. Resumption of Trading Trading in the Shares was suspended at 9:30 a.m. on 25 February 2005 at the request by the Company pending the release of this announcement, and application has been made to the Stock Exchange for resumption of trading in the Shares with effect from 9:30 a.m. on 28 February 2005. Terms and Definitions "%" per cent. "Board" the board of Directors "Company" Topsearch International (Holdings) Limited, an exempted company incorporated in Bermuda and the shares of which are listed on the Stock Exchange "Director(s)" director(s) of the Company "HK$" Hong Kong dollars, the lawful currency of Hong Kong "Hong Kong" the Hong Kong Special Administrative Region of The People's Republic of China "Inni" Inni International Inc., a company incorporated in the Republic of Liberia and which is owned as to 49% by Mr. Cheok and as to 51% jointly by Mr. Cheok and his spouse Mrs. Cheok Chu Wai Min "Listing Rules" the Rules Governing the Listing of Securities on the Stock Exchange