09:34     RADFORD CAPITAL<00901> - Announcement & Resumption (6)              

    following the Acceptance Date:                                            
                                                                              
    (i)   any of the following events occurs which would, in the reasonable   
    opinion of the Underwriter, materially and adversely affect the           
    business, financial or trading position or prospects of the Group as a    
    whole or the success of the Rights Issue or otherwise make it             
    inexpedient or inadvisable for the Company or the Underwriter to proceed  
     with the Rights Issue :                                                  
                                                                              
    (a)    the introduction of any new law or regulation or any change in     
    existing law or regulation or any material change in the judicial         
    interpretation or application thereof or other occurrence of any nature   
    whatsoever; or                                                            
                                                                              
    (b)   occurrence of any event, development or change (whether or not      
    local, national or international or forming part of a series of events    
    or changes occurring or continuing before, on and/or after the date of    
    the Underwriting Agreement and including an event of change in relation   
    to or a development of an existing state of affairs) of a political,      
    military, financial, regulatory, economic, currency or other nature       
    (whether or not sui generis with any of the foregoing or in the nature    
    of any local, national or international outbreak or escalation of         
    hostilities or armed conflict) resulting in a material adverse change     
    in, or which might reasonably be expected to result in a material         
    adverse change in political, economic or stock market conditions; or      
                                                                              
    (c)    the imposition of any moratorium, suspension or material           
    restriction on trading in securities generally on the Stock Exchange      
    occurring due to exceptional financial circumstances; or                  
                                                                              
    (d)    a change or development involving a prospective material change    
    in taxation in any jurisdiction or the implementation of exchange         
    controls in any jurisdiction; or                                          
                                                                              
    (e)    the occurrence of any material change in market conditions,        
    taxation or exchange control or combination of circumstances in Hong      
    Kong (including without limitation suspension or material restriction on  
     trading in securities); or                                               
                                                                              
    (f)   any material and adverse change in the conditions of local,         
    national or international securities markets; or                          
                                                                              
    (ii)    the Underwriter shall receive notification pursuant to the        
    Underwriting Agreement or shall otherwise become aware of the fact that   
    any of the representations or warranties contained in the Underwriting    
    Agreement was, when given, untrue or inaccurate or would be untrue or     
    inaccurate if repeated as provided in the Underwriting Agreement and the  
     Underwriter shall, in its reasonable opinion, determine that any such    
    untrue representation or warranty represents or is likely to represent a  
     material and adverse change in the business, financial or trading        
    position or prospects of the Group taken as a whole or is otherwise       
    likely to have a materially prejudicial effect on the Rights Issue; or    
                                                                              
    (iii)    any change occurs in the circumstances of any member of the      
    Group which would materially and adversely affect the business,           
    financial or trading position or prospects of the Group as a whole; or    
                                                                              
    (iv)    the Company commits any breach of or omits to observe any of the  
     obligations or undertakings expressed to be assumed by it under the      
    Underwriting Agreement which breach or omission would have a material     
    and adverse effect on the business, financial or trading position of the  
     Group as a whole; or                                                     
                                                                              
    (v)    there is an occurrence of any event, or series of events, beyond   
    the control of the Underwriter (including, without limitation, acts of    
    government, strike, lock-outs, fire, explosion, flooding, civil           
    commotion, acts of war or acts of God) which, in the reasonable opinion   
    of the Underwriter, has or would have the effect of making any part of    
    the Underwriting Agreement (including underwriting) incapable of          
    performance in accordance with its terms or which prevents the            
    processing of applications and/or payments pursuant to the Rights Issue   
    or pursuant to the underwriting thereof,                                  
                                                                              
    then and, in such case, the Underwriter may, by notice in writing given   
    to the Company at or before 4:00 p.m. on the second Business Day after    
    the Acceptance Date, rescind the Underwriting Agreement. If the           
    Underwriting Agreement is terminated, the Rights Issue will not proceed.  
                                                                              
                                                                              
    CONDITIONS OF THE RIGHTS ISSUE                                            
                                                                              
    The Rights Issue is conditional upon each of the following events         
    happening on or before the time and dates specified as follows (or such   
    other time and date as the parties may agree):