09:26 CHINA UNITED<00273> - Announcement (1) The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this announcement, makes no representation as to its accuracy of completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement. China United International Holdings Limited (incorporated in Hong Kong with limited liability) (Stock Code: 273) PLACING OF NEW SHARES UNDER GENERAL MANDATE On 9th March 2005, the Company entered into Placing Agreement with the Placing Agent and the Financial Adviser after arm's length negotiation in relation to the Placing up to 274,000,000 Placing Shares at the Placing Price of HK$0.168 per Share on a best effort basis by the Placing Agent. The net placing price per Share is approximately HK$0.165. The Placing Shares represent approximately 18.13% of the existing issued share capital of the Company and approximately 15.35% of the issued share capital of the Company as enlarged by the issue of the Placing Shares. The Placing Shares will be issued under the General Mandate and will rank equally with the existing Shares. If the Placing Shares are fully placed, the net proceeds from the Placing 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. However, no targets have been identified yet. Placing Agreement Dated 9th March 2005 On 9th March 2005, the Company entered into the Placing Agreement with the Placing Agent and the Financial Adviser after arm's length negotiation in relation to the Placing up to 274,000,000 Placing Shares at the Placing Price of HK$0.168 per Share on a best effort basis by the Placing Agent. Number Of Placing Shares Up to 274,000,000 Placing Shares are to be placed, representing approximately 18.13% of the existing issued share capital of the Company of 1,511,322,252 Shares and approximately 15.35% of the issued share capital of the Company as enlarged by the Placing Shares, if fully placed. The Placing Agent will place the Placing Shares on a best effort basis. The Placing Shares will be issued under the General Mandate and will rank equally with the existing Shares. Placing Price The Placing Price is HK$0.168 per Placing Share. The Placing Price has taken into consideration of the closing price of HK$0.179 per Share quoted on the Stock Exchange on 9th March 2005 and was fixed and agreed after arm's length negotiation between the Company, the Financial Adviser and the Placing Agent that represents (i) a discount of approximately 6.15% to the closing price of HK$0.179 per Share quoted on the Stock Exchange on 9th March 2005, the last trading date before the issue of this announcement; and (ii) a discount of approximately 8.1% to the average closing price of HK$0.1828 per Share as quoted on the Stock Exchange from 3rd March 2005 to 9th March 2005, both dates inclusive, being the last five full trading days immediately before and up to the issue of this announcement. The net placing price per Share is approximately HK$0.165. The Board considers that the Placing Price of the Placing Shares was agreed after arm's length negotiations between the Placing Agent, the Financial Adviser and the Company that is fair and reasonable and is in the interests of the Shareholders and the Company as a whole. The Board also considers that the timing of the Placing to be appropriate after taking into account of the sentiment of the stock market, the current stock price of the Shares and the availability of potential placees. Placing Fees The Placing Agent will receive a fee of 1.5% on the gross proceeds of the Shares successfully placed as the placing commission. The Financial Adviser will receive a fee of HK$38,000 as the documentation fee irrespective of the amount of the Shares being placed. The placing commission and the documentation fee for the Placing will not be more than HK$730,000 if the Shares are fully placed. These fees were agreed after arm's length negotiations between the Company, the Placing Agent and the Financial Adviser. The Board considers that these fees are in line with the market. The net proceeds of the Placing are approximately HK$45.3 million if the Shares are fully placed. Placees Not less than six individual, institutional and/or professional investors, who are independent third parties and not connected persons of the Company as defined under the Listing Rules. Condition of the Placing The Placing is conditional upon the Listing Committee of the Stock Exchange granting the listing of and permission to deal in the Placing Shares. The Company will make the application to the Stock