09:32 RADFORD CAPITAL<00901> - Announcement & Resumption (3) Issue statistics Basis of Rights Issue : one Rights Share for every one New Share held on the Record Date assuming that the Capital Reorganisation has become effective on that day Number of New Shares in issue : assuming that the Capital Reorganisation has already become effective on the Record Date, 344,422,700 New Shares based on existing 3,444,227,000 Shares in issue Number of Rights Shares : 344,422,700 Rights Shares, representing 50% of the enlarged issued share capital of the Company upon completion of the Rights Issue Underwriter : Get Nice Investment Limited is not a connected person of the Company (as defined in the Listing Rules) and is an independent third party not connected with the Directors, chief executive or major shareholders of the Company or its subsidiaries or any of their respective associates Qualifying Shareholders The Company will send provisional allotment letters and forms of application for excess Rights Shares to Qualifying Shareholders only. To qualify for the Rights Issue, a Shareholder must on the Record Date: (i) be registered as a member of the Company; and (ii) not be a Non-Qualifying Shareholder. In order to be registered as a member of the Company on the Record Date, Shareholders must lodge any transfer of Shares (together with the relevant share certificate(s)) with the Registrar, on or before 4:00 p.m. (Hong Kong time) on 4 August 2005. Closure of Register of members The register of members of the Company will be closed from 5 August 2005 to 9 August 2005, both days inclusive. No transfer of Shares will be registered during this period. TERMS OF THE RIGHTS ISSUE Subscription price HK$0.088 per Rights Share, payable in full when a Qualifying Shareholder accepts the relevant provisional allotment of Rights Shares or applies for excess Rights Shares or when a transferee of nil-paid Rights Shares applies for Rights Shares. The subscription price of HK$0.088 per Rights Share was arrived at after arm's length negotiations between the Company and the Underwriter with reference to recent closing prices of the Shares on the Stock Exchange and represents: (i) a discount of approximately 48.24% to the adjusted closing price of HK$0.17 per Share as quoted on the Stock Exchange on the Last Trading Day assuming that the Capital Reorganisation had already become effective on that day; (ii) a discount of approximately 31.78% to the theoretical ex-rights price of HK$0.129 per Share based on the adjusted closing price of HK$0.17 per Share as quoted on the Stock Exchange on the Last Trading Day assuming that the Capital Reorganisation had already become effective on that day; and (iii) a discount of approximately 59.07% to the average adjusted closing price of HK$0.215 per Share as quoted on the Stock Exchange for the last ten trading days up to and including the Last Trading Day assuming that the Capital Reorganisation had already become effective on those days. The Directors (excluding the independent non-executive Directors) consider that the discount of the subscription price of the Rights Share to the adjusted closing price of the New Share on the Last Trading Day assuming that the Capital Reorganisation had already become effective on that day is reasonable on the basis that the terms of the Rights Issue (including the price) are arrived at after arms-length negotiation with the Underwriter and hopefully will achieve the objective of encouraging existing Shareholders to take up their entitlements, so as to share in the potential growth of the Company. Basis of provisional allotments