09:12 SHOUGANG GRAND<00730> - Announcement (2) Reference is made to the joint announcement of SCG and GDC dated 19 November 2004 and 14 February 2005 respectively and the Offer Document dated 13 January 2005 (the "Offer Document"). Terms defined in the Offer Document shall have the same meanings when used herein, unless otherwise stated. Closing of the Offer and Acceptance Levels The board of directors of SCG wishes to announce that the latest time for acceptance of the Offers was 4:00 p.m. on 1 March 2005 and the Offers were closed on 1 March 2005. As at 4:00 p.m. on the Closing Date, the Offeror received valid acceptances in respect of 658,466,023 GDC Shares and 22,631,615 GDC Options, representing approximately 82.2% of the existing issued share capital of GDC and all the issued GDC Options respectively. As a result, all the outstanding GDC Options have been cancelled. The Offeror and the parties acting in concert with it were not interested in any GDC Shares, GDC Options, convertible securities, warrants, or other derivatives of GDC immediately before the commencement of the Offers. The Offeror and the parties acting in concert with it did not deal in any GDC Shares, GDC Options, convertible securities, warrants, or other derivatives of GDC during the period from the joint announcement of SCG and GDC on 19 November 2004 to the date of this announcement. Upflow Holdings Limited and Mr. Anthony Francis Neoh, who together own 339,096,746 GDC Shares, representing approximately 42.34% of the issued share capital of GDC, have accepted the Offers pursuant to the irrevocable undertaking. Other directors of GDC holding in aggregate 21,379,090 GDC Shares, representing approximately 2.67% of the issued share capital of GDC, and 14,300,000 GDC Options have accepted the Offers in full. All grantees of the FS Scheme (including Mr Anthony Francis Neoh and Ms. Mak Lai Yu, Amelia, the former company secretary of GDC) have also accepted the Share Exchange Offer for an aggregate of 40,193,002 GDC Shares, representing approximately 5.02% of all issued GDC Shares, following the exercise of their respective option under the FS Scheme. Accordingly, Upflow Holdings Limited and Mr. Anthony Francis Neoh have successfully procured more than 50% of GDC Shareholders to accept the Offers. In accordance with the terms of the Offers, a total of approximately 197,540,000 new SCG Shares will be issued to GDC Shareholders who have accepted the Share Exchange Offer, representing approximately 17.4% of the enlarged issued share capital of SCG. Public Float of GDC Shares As at the date of this announcement, the Offeror was the legal and beneficial owner of 652,446,023 GDC Shares, representing approximately 81.5% of the issued share capital of GDC and the remaining 18.5% interest in GDC was held by the public. Other than GDC Shares, the Offeror does not own any other types of GDC securities as at the date of this announcement. In addition, valid acceptances in respect of 6,020,000 GDC Shares (representing approximately 0.7% of the issued share capital of GDC as at the date of this announcement) have been received by the Offeror as at 4:00 p.m. on 1 March 2005, the titles of which have not yet been legally transferred to the Offeror. Upon completion of the transfers, the Offeror will be interested in 658,466,023 GDC Shares, representing approximately 82.2% of the issued share capital of GDC and only approximately 17.8% interest in GDC will be held by the public. Upon completion of the Offers, there are no other types of GDC securities in issue other than GDC Shares. Application has been made by GDC to the Stock Exchange for a waiver from strict compliance with Rule 11.23 of the GEM Rules on the 25% minimum public float requirement for a period of one month from the date of this announcement until 1 April 2005. In addition, GDC undertakes that it will take appropriate steps to maintain the minimum level of public float, such as procure the Offeror and SCG to placing of GDC Shares held by them to independent third parties or issue new GDC Shares to independent third parties or a combination of the two, within a period of one month following the closing of the Offers on 1 March 2005. Further announcement will be made by GDC upon its due compliance with Rule 11.23 of the GEM Rules. Each of the Offeror, GDC, and the directors of GDC has respectively undertaken to the Stock Exchange to take appropriate steps to ensure that at least 25% of issued share capital of GDC will be held in public hands.