09:34 RADFORD CAPITAL<00901> - Announcement & Resumption (7) (i) the signing by or on behalf of all of the Directors of one printed copy of each of the Prospectus Documents and the certification by any two Directors (or by their agents duly authorised in writing) of two copies of each of the Prospectus Documents on or before the Posting Date; (ii) the delivery of the signed copy by all the Directors of each of the Prospectus Documents referred to in (i) above to the Underwriter on or before the Posting Date; (iii) the delivery to the Stock Exchange and filing and registration with the Registrar of Companies in Hong Kong respectively of two copies of each of the Prospectus Documents each duly certified by any two Directors (or by their agents duly authorised in writing) in compliance with section 342C of the Companies Ordinance (and all other documents required to be attached thereto) and otherwise complying with the requirements of the Companies Ordinance and the Listing Rules on or before the Posting Date; (iv) the posting of the Prospectus Documents to the Qualifying Shareholders and the posting of the Prospectus stamped "For Information Only" to the Non-Qualifying Shareholders on or before the Posting Date; (v) compliance by the Company with all its obligations under the Underwriting Agreement; (vi) the approval of the Rights Issue by the Shareholders who are permitted to vote under the Listing Rules, the applicable laws and the articles of association of the Company at the EGM on or before the Acceptance Date; (vii) the Listing Committee of the Stock Exchange (a) agreeing to grant listing of, and permission to deal in, the Rights Shares in their nil-paid and fully-paid forms either unconditionally or subject to such conditions which the Underwriter in its absolute opinion accepts and the satisfaction of such conditions (if any) on or before the Acceptance Date; and (b) not having been withdrawn or revoked such listing and permission before 10:00 am on the settlement date as agreed; (viii) the Capital Reorganisation becoming effective on or before the Acceptance Date; (ix) the Underwriting Agreement not being terminated in accordance with its terms; and (x) the due posting of the Circular to the Shareholders on the posting date as agreed. If the above conditions are not satisfied and/or waived on or before the time and dates specified above (or such other date as the parties may agree), the Rights Issue will not proceed. WARNING OF THE RISKS OF DEALING IN SHARES AND RIGHTS SHARES Existing Shares are expected to be dealt in on an ex-rights basis from 3 August 2005. Dealings in the Rights Shares in nil-paid form are expected to take place from 12 August 2005 to 19 August 2005 (both days inclusive). If the Underwriting Agreement is terminated (see the section headed "Termination of the Underwriting Agreement" above), or if the conditions of the Rights Issue (see the section headed "Conditions of the Rights Issue" above) are not fulfilled or waived, the Rights Issue will not proceed. Any buying or selling of the Shares from now up to the date on which all such conditions are fulfilled, and any buying or selling of nil-paid Rights Shares, are at investors' own risk. If in any doubt, investors should consider obtaining professional advice. REASONS FOR THE RIGHTS ISSUE AND USE OF THE PROCEEDS The Directors consider that it is prudent to finance the Group's long-term growth by long term funding, preferably in the form of equity which will not increase the Group's finance costs. Furthermore, the Directors consider that it is in the interest of the Company to enlarge its capital base by way of the Rights Issue which will allow all Shareholders the opportunity to participate in the growth of the Company. Apart from the Open Offer, the Subscription and the Placings, the Company has not carried out other capital raising activities during the 12 months immediately preceding the date of this announcement. The