09:19 HARMONY ASSET<00428>-Announcement & Resumption of Trading(3) (b) the Company obtaining all consents and approvals from the relevant authorities, if applicable. (9) Completion If the conditions are not fulfilled on or before 15 March 2005 (or such later date as the parties may mutually agree) the Placing Agreement will lapse. The HK$50,000 documentation fee paid by the Company to the Placing Agent is non-refundable no matter the Placing is completed or not. Upon the termination of the Placing Agreement, all rights, obligations and liabilities for both parties shall be ceased with immediate effect and there will be no claim against each of the Company and the Placing Agent. In the event a later date is agreed, all the necessary requirement of the Listing Rules will be complied with. The Placing is expected to be completed on or before 15 March 2005. REASONS FOR THE PLACING The Company had not conducted any fund raising activities in the past 12 months immediately before the date of this announcement. The Directors consider that the Placing represents an opportunity to raise capital for the Company to further its investment objectives, that is to invest in securities listed on the Stock Exchange of Hong Kong and unlisted investments with a potential for earnings growth and capital appreciation while broadening the shareholder base and the capital base of the Company. At present, there are no specified investments or potential investments identified by the Company. USE OF PROCEEDS The Company will bear all the expenses and costs of the Placing which will be approximately HK$350,000. The gross proceeds from the Placing will be approximately HK$8.505 million and the net proceeds of about HK$8.155 million from the Placing will be used for investment in listed and unlisted securities with earnings growth and capital appreciation potential. EFFECT ON SHAREHOLDING STRUCTURE On the basis that all the Placing Shares are placed under the Placing and no further new Shares will be issued prior to completion of the Placing and the subscription, the shareholding structure are as follow: Immediately before completion of Placing After completion of Placing Shares % Shares % Sino Path Consultants Limited* 36,001,576 29.56% 36,001,576 24.64% Public 85,800,798 70.44% 85,800,798 58.73% Placees - - 24,300,000 16.63% Total 121,802,374 100.00% 146,102,374 100.00% * Sino Path Consultants Limited, a company which is held 70% by Mr. Lee Fong Lit, David and 30% by Dr. Chow Pok Yu, Augustine. Mr. Lee Fong Lit, David and Dr. Chow Pok Yu, Augustine are the executive directors of the Company. APPLICATION FOR LISTING Application will be made by the Company to the Stock Exchange for the grant of the listing of, and permission to deal in, the Placing Shares. GENERAL The Company is principally engaged in investment in securities listed on the Stock Exchange and unlisted investments for earnings growth and capital appreciation. The Directors consider the terms of the Placing Agreement are fair and reasonable and in the interests of the Company and the Shareholders as a whole. The Placing Shares will rank, upon issue, pari passu in all respects with the Shares in issue on the date of allotment and issue of the Placing Shares. The Directors consider that as the market sentiment has been improved recently, it is now a suitable time to raise fund by placing in order to have available fund for listed and unlisted investments when such opportunities are identified.