09:33 RADFORD CAPITAL<00901> - Announcement & Resumption (4) One Rights Share for every one New Share held by a Qualifying Shareholder on the Record Date assuming that the Capital Reorganisation has become effective on that day. As at the date of this announcement, the Company has no outstanding option, convertible securities or warrant which confers the right to subscribe for Shares. Status of the Rights Shares When fully paid, issued and allotted, the fully-paid Rights Shares will rank pari passu in all respects with the then existing New Shares. Holders of fully-paid Rights Shares will be entitled to receive all future dividends and distributions which are declared, made or paid after the date of issue and allotment of the fully-paid Rights Shares. Dealings in nil-paid and fully-paid Rights Shares will be subject to the payment of stamp duty in Hong Kong. Rights of Non-Qualifying Shareholders The Prospectus Documents will not be registered or filed under the applicable securities or equivalent legislation of any jurisdictions other than Hong Kong. If there are any Shareholders whose addresses as shown on the register of members of the Company are outside Hong Kong as at the Record Date, the Company will comply with all necessary requirements under Rule 13.36(2) of the Listing Rules and will only exclude the Non-Qualifying Shareholders from the Rights Issue after making enquiry regarding the legal restrictions under the laws of the relevant places. If based on legal opinions provided by the legal advisers, the Directors consider that (i) it is necessary or expedient not to offer the Rights Shares to any particular Shareholder on account either of the legal restrictions under the laws of the place of his registered address or the requirements of the relevant regulatory body or stock exchange in that place, the Rights Issue will not be available to such Non-Qualifying Shareholders; or (ii) the legal opinions provided by the legal advisers do not support the statement in paragraph (i) above, the Rights Shares will be offered to such particular Shareholder. The Company will send the Prospectus Documents to the Qualifying Shareholders and the Prospectus to the Non-Qualifying Shareholders (if any) for their information only. The Company will not send provisional allotment letters and forms for application for excess Rights Shares to the Non-Qualifying Shareholders. The Company will make arrangements for the Rights Shares, which would otherwise have been provisionally allotted to any Non-Qualifying Shareholders there may be, to be sold in the market in their nil-paid form as soon as practicable after dealing in the nil-paid Rights Shares commences, if a premium (net of expenses) can be obtained. The proceeds of each sale, less expenses, of HK$100 or more will be paid to Non-Qualifying Shareholders in Hong Kong dollars pro rata to their respective shareholding as soon as possible. The Company will retain individual amounts of less than HK$100 for its own benefits. Application for excess Rights Shares Qualifying Shareholders may apply for any unsold entitlements, and any Rights Shares provisionally allotted but not accepted. Application is made by completing the forms for application for excess Rights Shares. The Directors will allocate the excess Rights Shares on a fair and equitable basis with reference to the level of acceptance of the Rights Shares and the number of excess Rights Shares available, but will give preference to topping-up odd lots to whole board lots. Share certificates Subject to the fulfillment of the conditions of the Rights Issue, certificates for all fully-paid Rights Shares are expected to be posted to those entitled thereto by ordinary mail at their own risk on or before 30 August 2005. Application for listing The Company will apply to the Listing Committee of the Stock Exchange for the listing of, and permission to deal in, the Rights Shares in both their nil-paid and fully-paid forms. UNDERWRITING ARRANGEMENTS Underwriting Agreement Date : 3 March 2005 Parties : the Company and the Underwriter