09:20 CAPITAL STRAT<00497>-Announcement & Resumption of Trading(6) 484,247,950 100.00 Note: Mr. Chung Cho Yee, Mico ("Mr. Chung") holds 420,000 Shares personally. Earnest Equity Limited, the entire share capital of which is held by Digisino Assets Limited ("Digisino") as trustee of a discretionary trust founded by Mr. Chung who together with his spouse and children are the current discretionary beneficiaries. Furthermore, the entire issued share capital of Digisino is held by Mr. Chung and that both Digisino and Earnest Equity are corporations controlled by him. 3. REASONS FOR THE SUBSCRIPTION AND THE PLACING, AND USE OF PROCEEDS The Group is principally engaged in property investment, strategic investment and securities investment. The Board views the Subscription and the Placing as a good opportunity to strengthen the Company's balance sheet as well as to better equip the Group with the financial flexibility to capture those opportunities in making larger scale property investment, including high quality property projects, and strategic investment both in Hong Kong and within South East Asia in which the Company considers may provide lucrative investment return. Although the Group reviews and considers investment opportunities from time to time, the Group currently has no concrete plans or identified any targets for investment purposes. The Directors also believe that by placing the Shares with the Strategic Investors under the Subscription (namely Eisner, New Oval and Calveston, which are wholly and beneficially-owned by Mr. Li Tzar Kai, Richard, ITC and Mr. Yuen Tin Fan Francis respectively), the Company would stand to benefit from any future business developments and new investment opportunities that the Strategic Investors may come across or be involved in from time to time. The Board also recognizes that the Strategic Investors have extensive business connections in the Asia Pacific Region as well as in other parts of the world. The Company did not have any equity fund raising activities in the past 12 months. The net proceeds from the Subscription and the Placing are estimated to be approximately HK$106.5 million. It is expected that the entire amount of the net proceeds will be utilized for property investment and strategic investment. As mentioned above, the Group continues to review and consider investment opportunities as and when they arise. However, the Group currently has no concrete plans or identified any targets for investment purposes. The Directors, having considered the reasons for the Subscription and the Placing set out in this paragraph, are of the view that the terms of the Subscription Agreements and the Placing Agreement (including the Subscription Price as set out in paragraph 1.4 above) are fair and reasonable and are in the interests of the Company and the Shareholders as a whole. 4. GENERAL Access Capital has been retained as the financial adviser to the Company in relation to the Subscription and the Placing. As the Strategic Investors and the Agent are independent third parties, no Shareholder will be required to abstain from voting at the Special General Meeting to be held to consider, and if thought fit, to approve the Subscription and the Placing. A circular containing, among other things, further details of the Subscription, the Placing and notice of the Special General Meeting will be dispatched to the Shareholders as soon as practicable in accordance with the Listing Rules. 5. SUSPENSION AND RESUMPTION OF TRADING IN THE SHARES At the request of the Company, trading in the Shares has been suspended with effect from 9:30 a.m. on 8 March 2005 pending the issue of this announcement. Application has been made by the Company for the resumption of trading in the Shares with effect from 9:30 a.m. on 9 March 2005. 6. DEFINITIONS "Access Capital" Access Capital Limited, the financial adviser