09:32 RADFORD CAPITAL<00901> - Announcement & Resumption (2) Pursuant to the requirements of the Listing Rules, the proposed Rights Issue is conditional on the approval by the Shareholders at the EGM. The Company has no controlling shareholders as defined in Rule 1.01 of the Listing Rules. Mr. Chung Yuk Lun, Mr. Nakajima Toshiharu and Mr. Szeto Siu Kit, each being a Director holding 22,000,000 Shares as at the date of this announcement, and their respective associates (as defined in the Listing Rules) shall abstain from voting in favour of the Rights Issue. To the best knowledge of the Directors, the respective associates (as defined in the "Listing Rules") of Mr. Chung Yuk Lun, Mr. Nakajima Toshiharu, Mr. Szeto Siu Kit, the other Directors (excluding Mr. Chung Yuk Lun, Mr. Nakajima Toshiharu and Mr. Szeto Siu Kit) and their respective associates do not hold any Shares as at the date of this announcement. An independent board committee of the Company will be formed to advise the independent Shareholders and an independent financial adviser will be appointed to advise the independent board committee and the independent Shareholders in respect of the Rights Issue. A circular containing, among others, (i) further information regarding the details of the Capital Reorganisation and the Rights Issue; (ii) the advice of the independent financial adviser to the independent board committee of the Company and the independent Shareholders in relation to the Rights Issue; (iii) the recommendation of the independent board committee of the Company to the independent Shareholders in relation the Rights Issue; and (iv) a notice convening the EGM, will be despatched to the Shareholders as soon as possible. At the request of the Company, trading in the Shares has been suspended with effect from 9:30 a.m., on 24 February 2005 pending the release of this announcement. Application has been made to the Stock Exchange for the resumption of the trading of the Shares with effect from 9:30 a.m. on 7 March 2005. CAPITAL REORGANISATION Reference is made to the announcement of the Company dated 16 February 2005 in relation to the Capital Reorganisation. The Board proposed to revise the terms of the Capital Reorganisation as follows: (i) every 10 Shares in the issued and unissued share capital of the Company be consolidated into one Consolidated Share; and (ii) the nominal value of every issued Consolidated Share be reduced from HK$0.2 to HK$0.02 and become a New Share and every unissued Consolidated Share will be subdivided into 10 unissued New Shares. The reduction of the nominal value of the issued Consolidated Shares will involve the cancellation of the paid-up capital of the Company to the extent of HK$0.18 per issued Consolidated Shares. As at the date of this announcement, there are 3,444,227,000 Shares in issue. Assuming no further Shares will be issued from the date of this announcement up to the date of the EGM, there will be 344,422,700 New Shares in issue following the Capital Reorganisation. On the basis of 344,422,700 New Shares in issue following the Share Consolidation, a credit of approximately HK$62 million will arise on the cancellation of the paid-up capital which will be credited to a distributable reserve account of the Company. The utilisation of the account will be applied for such purposes as permitted by the laws of the Cayman Islands, including setting off the accumulated losses of the Company. As at 31 December 2003, the audited accumulated losses of the Company amounted to about HK$41.2 million and as at 30 June 2004, the unaudited accumulated losses of the Company amounted to about HK$45.9 million. The balance of the distributable reserve account will become approximately HK$16.1 million after setting off in full the accumulated losses of the Company. As at the date of this announcement, the authorised capital of the Company is HK$200,000,000.00 divided into 10,000,000,000 Shares, of which 3,444,227,000 Shares have been issued and are fully paid. Upon the Capital Reorganisation becoming effective and on the basis of the same number of the Shares in issue, the authorised capital of the Company will be HK$200,000,000.00 divided into 10,000,000,000 New Shares and the issued share capital of the Company will be HK$6,888,454 divided into 344,422,700 New Shares. Based on the closing price of HK$0.017 per Share as at the Last Trading Date, the value of each board lot of 20,000 New Shares, assuming the Capital Reorganisation had already become effective, would be HK$3,400. In respect of the conditions of the Capital Reorganisation, please refer to the announcement of the Company dated 16 February 2005. RIGHTS ISSUE