09:41 ASIA ORIENT<00214> - Announcement (3) fulfillment of all conditions of the Subscription as set out above. The Subscription must be completed on or before 16 March, 2005, being 14 days from the date of the Placing Agreement. If the Subscription under the Placing Agreement were to be completed thereafter, it would constitute a connected transaction of the Company under the Listing Rules which would require the approval of the Independent Shareholders. AUTHORITY TO ISSUE THE SUBSCRIPTION SHARES The 34.6 million Subscription Shares under the Placing Agreement are to be issued by the Company under the General Mandate (which has not been utilised yet and as at the date of this announcement, allows the Company to issue or deal with up to 34,698,618 new Shares). RANKING OF SUBSCRIPTION SHARES The Subscription Shares, when issued and fully paid, will rank pari passu in all respects with the Shares in issue on the date of allotment and issue of the Subscription Shares including the right to any dividends or distributions. CHANGES IN SHAREHOLDING OF THE COMPANY AS A RESULT OF THE PLACING AND SUBSCRIPTION The changes of the shareholding of the Vendors and parties acting in concert with the Vendors and the shareholding structure of the Company as a result of the Placing and the Subscription (and assuming that there are no other changes in shareholding from the date of this announcement and up to the completion of the Placing and the Subscription) are illustrated in the table as follows: No. of % No. of % No. of % existing shares shares shares held held held as after after at the completio compleion date of n of the of this Placing Placing announcem but and ent before Subscript completio ion n of the under Subscript the ion Placing Agreement Vendors 71,122,61 35.6 36,522,61 18.3 71,122,61 30.3 and 1 1 1 parties acting in concert with the Vendors Fung Siu 3,949,400 2.0 3,949,400 2.0 3,949,400 1.7 To, Clement (Note) Placees - - 34,600,00 17.3 34,600,00 14.8 0 0 Public 124,844,1 62.4 124,844,1 62.4 124,844,1 53.2 99 99 99 ------------------------------------------------------------ Total 199,916,2 100 199,916,2 100 234,516,2 100 10 10 10 ============================================================ Note: Mr. Fung Siu To, Clement is the Chairman of the Company and is the brother-in-law of Mr. Poon Jing. The board of directors of the Company does not expect any placee will become a substantial shareholder of the Company (as defined in the Listing Rules) as a result of the Placing. REASONS FOR THE PLACING AND THE SUBSCRIPTION AND USE OF PROCEEDS The Company is an investment holding company. The Company holds 41.7% interest in Asia Standard International Group Limited which is a listing company on the main board of the Stock Exchange. The Company also holds a 32% interest in Q9 Technology Holdings Limited which is listed on the Growth Enterprise Market of the Stock Exchange. The Company also invests in companies with activities including the provision of information and content related to the Peoples Republic of China published on the internet, healthcare and environmental protection. The Company intends that the net proceeds of the Subscription pursuant to the Placing Agreement (which would amount to approximately HK$84.30 million) to be used by the Company as to HK$70,000,000 for the repayment of bank borrowings of the Company and the remaining balance of approximately HK$14.30 million for general working capital purposes. As at the date of this announcement, there are no concrete investment opportunities identified. In view of the current market conditions, the directors of the Company consider that the Placing and Subscription represents a good opportunity to raise further capital to broaden the shareholder and capital base of the