09:26 CHINA UNITED<00273> - Announcement (2) Exchange for the listing of and permission to deal in the Placing Shares. Termination The Placing is subject to termination on the occurrence of certain events before 9:30a.m. (Hong Kong time) on the dates for completion of the Placing Agreement including: 1. any material breach of any of the representations and warranties set out in the Placing Agreement; or 2. the introduction of any new law or regulation or any change in existing laws or regulations or change in the interpretation or application thereof; or 3. the 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 hereof and including an event or change in relation to or a development of an existing state of affairs) of a political, military, industrial, financial, economic or other nature, whether or not sui generis with any of the foregoing, resulting in a material adverse change in, or which might be expected to result in a material adverse change in, political, economic or stock market conditions; or 4. 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 otherwise; or 5. a change or development involving prospective change in taxation in Hong Kong or the People's Republic of China or the implementation of exchange controls which shall or might materially and adversely affect the Company and its subsidiaries (as a whole) or its present or prospective shareholders in their capacity as such; or 6. any change or deterioration in the conditions of local, national or international securities markets occurs. The Board is not aware of the occurrence of any of such events as at the date of this announcement. Completion The Placing is to be completed on the second business day (or such other date as may be agreed between the Company, the Placing Agent and the Financial Adviser) after satisfaction of the condition as stated under the paragraph headed `Condition of the Placing' above. The Placing Agreement will lapse if the condition is not satisfied by 31st March 2005, or such other date as may be agreed between the Company, the Placing Agent and the Financial Adviser. If the Placing Agreement was lapsed, neither parties shall have any claims against the others save for any prior breaches of the Placing Agreement and the documentation fee for the Financial Adviser. General Mandate The Placing Shares will be issued under the General Mandate. As at the date of this announcement, no Shares have been issued and allotted under the General Mandate. Use Of Proceeds If the Placing Shares are fully placed, the net proceeds of approximately HK$45.3 million will be used as approximately HK$15.3 million and HK$30 million as working capital and properties investments in Macau respectively. The Board considers that the property markets in Macau possess substantial upside potential. However, no targets have been identified yet. Reasons for the Placing In view of the current stock market sentiment and the stock price of the Shares, the Board considers that the Placing represents an opportunity for the Company to raise capital while broadening the shareholders base without any interest burden to the Company. The Board considers that the terms of the Placing Agreement, which were arrived at after arm's length negotiations between the Placing Agent, the Financial Adviser and the Company, which are fair and reasonable and are in the interests of the Shareholders and the Company as a whole. Funds Raised By The Company During The Past 12 Months The Company issued Old Convertible Notes on 19th August 2004, details of which are mentioned in the announcement of the Company dated 11th June, 23rd July and 9th November 2004. The net proceeds was approximately HK$53.7 million and were used for the reducing of the borrowing of the Company. The Company placed 17,640,000 new Shares at HK$0.24 per Share as referred to the announcement of the Company dated 29th November 2004.