09:33 RADFORD CAPITAL<00901> - Announcement & Resumption (5) Number of Rights Shares : 344,422,700 Rights Shares, being all the Rights underwritten Shares Commission : 2% of the subscription price for the Underwritten Shares, the Directors consider that such rate is fair and reasonable and was determined after arm's length negotiations between the Company and the Underwriter Effects on shareholding structure The following is the shareholding structure of the Company immediately before and after completion of the Rights Issue: Immediately after completion of the Rights Immediately Issue (assuming none Immediately before after completion of of the Directors, completion of the the Rights Issue the Substantial Shareholder Rights Issue (assuming the Directors, and the public shareholders (assuming that the the Substantial Shareholder will take up the Rights Capital Reorganisation and the public shareholders Shares and the Underwriter has already have taken up the honors its underwriting become effective) Rights Shares in full) commitment) (New Shares) (approximately %) (New Shares) (approximately %) (New Shares) (approximately %) Directors 6,600,000 1.92% 13,200,000 1.92% 6,600,000 0.96% Success Future Limited (Note 1) 50,000,000 14.52% 100,000,000 14.52% 50,000,000 7.26% Underwriter (Note 2) 0 0% 0 0% 344,422,700 50% Public shareholders 287,822,700 83.56% 575,645,400 83.56% 287,822,700 41.78% ------------------------------------------------------------- Total 344,422,700 100% 688,845,400 100% 688,845,400 100% ============================================================= Notes: 1. Success Future Limited is an investment holding company wholly owned by Mr. Au Yeung Kai Chor. As announced by the Company on 26 January 2005, the Company, Mr. Au Yeung Kai Chor and Success Future Limited have entered into an agreement in relation to the Subscription pursuant to which Mr. Au Yeung Kai Chor and Success Future Limited have jointly and severally undertaken to the Company that within a period of 24 months from the date of completion of the Subscription, among other matters, they shall not and shall procure, that their respective associates and connected persons (as defined in the Listing Rules) shall not acquire or subscribe directly or indirectly for any Shares. The Subscription was completed on 3 March 2005. For the purpose of this Rights Issue, the Company has agreed to waive its right in respect of the above undertaking so that Success Future Limited is entitled to subscribe the Rights Shares under the Rights Issue but it is not entitled to make application for excess Rights Shares. Success Future Limited has not indicated to the Company whether it will make any subscription under the Rights Issue. 2. According to the Underwriter, as at the date of this announcement, the Underwriter has entered into an agreement with an independent third party of the Company and the Underwriter (the "Sub-Underwriter") to sub-underwrite 150,000,000 Underwritten Shares, representing about 21.78% of the enlarged issued share capital of the Company immediately upon the completion of the Rights Issue, and the Sub-Underwriter will endeavour to place the relevant Underwritten Shares with independent third parties of the Company. Therefore the Underwriter will at no time hold 30% or more interests in the Company upon the completion of the Rights Issue. It is the intention of the Underwriter to place down any Underwritten Share to be taken up by it under the Rights Issue. Save as the information stated above and to the best of their knowledge and information, the Directors are not aware that any other person will become a substantial shareholder of the Company immediately after completion of the Rights Issue. Termination of the Underwriting Agreement If at any time at or before 4:00 p.m. on the second Business Day