09:53 CHINESE EST H<00127>-Announcement & Resumption of Trading-4 (ii) if there shall have occurred any change, or any development involving a prospective change, in national or international monetary, financial, political or economic conditions or currency exchange rates or foreign exchange controls which would in Deutsche Bank's view be likely to prejudice materially the success of the Bonds Issue or the distribution of the Bonds or dealings in the Bonds in the secondary market; (iii) if there shall have occurred an outbreak or escalation of hostilities or act of terrorism which would in Deutsche Bank's view be likely to prejudice materially the success of the Bonds Issue or the distribution of the Bonds or dealings in the Bonds in the secondary market; (iv) if on or after the date of the Subscription Agreement there shall have occurred either of the following: (i) a suspension or material limitation of trading in securities generally on the New York Stock Exchange, the Nasdaq Stock Market, Inc., the London Stock Exchange plc or the Stock Exchange; or (ii) a suspension in trading in the Company's securities on the Stock Exchange, which would in Deutsche Bank's view be likely to prejudice materially the success of the Bonds Issue or the distribution of the Bonds or dealings in the Bonds in the secondary market. Subject to the foregoing, the Subscription Agreement is expected to be completed on the Closing Date. If the Option is exercised, the issue of the Optional Bonds will complete on the Option Closing Date. The Firm Bonds and the Optional Bonds are expected to be issued on the Closing Date and the Option Closing Date respectively. The initial conversion price at HK$7.37 per Share represents a premium of approximately 15% over the VWAP of the Shares quoted on the Stock Exchange on 9 March 2005. It also represents a premium of approximately 10.83% over the closing price of each Share on 9 March 2005, and approximately 23.04% over the average of the closing prices of each Share for a period of 10 consecutive Trading Days immediately prior to 9 March 2005. The Shares to be issued upon conversion of the Bonds will be issued and allotted by the Company pursuant to the general mandate granted to the Directors at the annual general meeting held on 18 May 2004. PRINCIPAL TERMS OF THE BONDS The principal terms of the Bonds, which will be constituted by a trust deed (the Trust Deed) to be entered into between the Company and a trustee (to be appointed) (the Trustee) are summarised as follows: Company Chinese Estates Holdings Limited, a company incorporated with limited liability in Bermuda, the shares of which are listed on the Stock Exchange. Principal Amount The aggregate principal amount of the Bonds (excluding the Optional Bonds) will be HK$1,500,000,000, or HK$2,000,000,000 if all the Optional Bonds are issued. Issue Price 100% of the principal amount of the Bonds. Interest The Bonds bear zero interest. Conversion Period Bondholder(s) have the right to convert their Bonds into Shares at any time during the Conversion Period. Conversion Price The Bonds will be convertible into Shares at an initial conversion price of HK$7.37 per Share. The Conversion Price will be subject to adjustment for, among other things, subdivision or consolidation of Shares, the making of a free