09:42 ASIA ORIENT<00214> - Announcement (4) Company while improving the financial position of the Company. The net price per Subscription Share (based on the estimate net proceeds from the Subscription) is approximately HK$2.44 per Subscription Share. The directors of the Company (including the independent non-executive directors of the Company consider that the terms of the Placing and the Subscription to be fair and reasonable and in the interst of the Company. The Company has not engaged in any fund raising by way of equity issues in the 12 months preceding the date of this announcement. RENEWAL OF GENERAL MANDATE TO ISSUE SHARES The board of directors of the Company also proposes to renew the general mandate granted to the Directors at the annual general meeting of the Company held on 27th August, 2004 to allot and issue Shares of the Company. The Board will seek approval from Independent Shareholders of the relevant resolutions to be proposed at a special general meeting of the Company. An independent financial adviser will also be appointed by the Company in respect of the proposed renewal of general mandate. Further details of such proposal and the opinion of the independent financial adviser on the proposed renewal of general mandate will be set out in a circular to the shareholders of the Company together with a notice of special general meeting of the Company to convene a special general meeting to approve such renewal of general mandate. DEFINITIONS In this announcement, unless the context otherwise requires, the following expressions have the following meanings: `associate(s)' has the meaning as ascribed to it under the Listing Rules `Company' Asia Orient Holdings Limited, a company incorporated in Bermuda with limited liability and the Shares of which are listed on the Stock Exchange `Corporate Vendors' Teddington Holdings Limited, Full Speed Investments Limited and Heston Holdings Limited, all being companies wholly owned by Mr. Poon Jing `Executive' the executive director of the Corporate Finance Division of the SFC and any of its delegates `General Mandate' the general mandate granted by shareholders of the Company at its annual general meeting held on 27th August, 2004 to issue or deal with up to 34,698,618 new Shares `Group' the Company and its subsidiaries `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 `Independent Shareholders' shareholders of the Company (other than the Vendors and their associates and parties acting in concert with them) `Independent Third Parties' a party who to the best of the knowledge, information and belief of directors of the Group having made all reasonable enquiry is a third party independent of the Group and connected persons (as defined in the Listing Rules) of the Group and not acting in concert with any of them `Last Dealing Date' 2nd March, 2005, being the last trading day for the Shares prior the issue of this Announcement `Listing Committee' the listing sub-committee of the Stock Exchange `Listing Rules' the Rules Governing the Listing of Securities on the Stock Exchange `Placees' the placees procured by the Placing Agent under the Placing, all of which will be Independent Third Parties `Placing' the placement of 34.6 million existing Shares by the Placing Agent to the Placees at the Placing Price under the Placing Agreement `Placing Agent' or `Tai Fook' Tai Fook Securities Company