09:29     C.P. POKPHAND<00043> - Announcement & Resumption (2)                

    A circular containing, among other things, (i)                            
    information relating to the Capital Reorganisation,                       
    the Subscription and the Whitewash Waiver; (ii) a                         
    letter from the Independent Board Committee; (iii)                        
    the opinion of the independent financial adviser to                       
    the Independent Board Committee and the Independent                       
    Shareholders; and (iv) a notice of the SGM, will be                       
    despatched to Shareholders as soon as practicable.                        
                                                                              
    PROPOSED CAPITAL REORGANISATION                                           
    The Directors propose that the share capital of the                       
    Company be reorganised in the following manner:                           
                                                                              
    (1)   the paid-up capital and nominal value of each                       
    issued Share be reduced from US$0.05 to US$0.01 by                        
    cancelling paid-up capital to the extent of US$0.04                       
    on each issued Share (and the necessary amendment(s)                      
    be made to the bye-laws of the Company);                                  
                                                                              
    (2)   the authorised but unissued Shares be cancelled                     
    and the authorised share capital of the Company be                        
    increased to the original level by the creation of                        
    the requisite number of Adjusted Shares; and                              
                                                                              
    (3)   the credit of US$86,339,231 (based on                               
    2,158,480,786 Shares in issue as at the date of this                      
    announcement) or US$104,775,078 (based on                                 
    2,619,376,942 Shares in issue assuming the                                
    subscription rights attaching to all the outstanding                      
    Share Options are exercised before the Capital                            
    Reorganisation becomes effective) arising from the                        
    Capital Reduction will be applied to the contributed                      
    surplus account of the Company, where it may be                           
    utilized by the Directors in accordance with the                          
    bye-laws of the Company and all applicable laws,                          
    including to eliminate the accumulated losses of the                      
    Company.                                                                  
                                                                              
    As at the date of this announcement, the authorised                       
    share capital of the Company is US$150,000,000 divided                    
    into 3,000,000,000 Shares of US$0.05 each, of which                       
    2,158,480,786 Shares are in issue. Immediately upon                       
    the Capital Reorganisation having become effective,                       
    the authorised share capital will be US$150,000,000                       
    divided into 15,000,000,000 Adjusted Shares, of which                     
    2,158,480,786 Adjusted Shares will be issued                              
    (assuming no outstanding Share Options are                                
    exercised).                                                               
                                                                              
    Application will be made to the Stock Exchange for                        
    the listing of, and permission to deal in, the Adjusted                   
    Shares.                                                                   
                                                                              
    Reasons for and effect of the Capital Reorganisation                      
    As mentioned below, the Company proposes to raise new                     
    equity by way of the Subscription, under which the                        
    Subscription Shares will be issued at HK$0.32 per                         
    Subscription Share. Under the Companies Act, it is                        
    not possible for the Company to issue the Subscription                    
    Shares at a price below the par value per Share which                     
    stands at US$0.05 (approximately HK$0.39). The                            
    implementation of the Capital Reorganisation will                         
    allow the Company, immediately following the Capital                      
    Reorganisation becoming effective, to proceed with                        
    the Subscription upon the terms proposed.