09:53 CHINESE EST H<00127>-Announcement & Resumption of Trading-3 regulations (including, but not limited to, if applicable, the Listing Rules and the Securities and Futures Ordinance (Cap. 571)). Placees: not less than six independent placees, who are all institutional investors. The placees are not connected persons (as defined in the Listing Rules) of the Company. Therefore, the issue of the Bonds will not have any impact on the public float of the Company. Undertaking The Company has, among other things, undertaken with Deutsche Bank that neither it nor any of its subsidiaries or affiliates over which it exercises management or voting control, nor any person acting on its or their behalf will, for a period from the date of the Subscription Agreement up to 90 days after the Closing Date (and, if any Optional Bonds are issued, for a period of 90 days after the last Option Closing Date), without the prior written consent of Deutsche Bank (such consent not to be unreasonably withheld), issue, offer, sell, contract to sell, pledge or otherwise dispose of (or publicly announce any such issuance, offer, sale or disposal), any Shares, securities convertible or exchangeable into or exercisable for Shares, warrants or other rights to purchase Shares or any security or financial product whose value is determined directly or indirectly by reference to the price of the Shares including equity swaps, forward sales and options representing the right to receive any Shares (whether or not such contract is to be settled by delivery of Shares or such other securities, in cash or otherwise) save for Shares issued pursuant to the conversion provisions of the Bonds or pursuant to an obligation in existence at the date of the Subscription Agreement, which have been disclosed to Deutsche Bank. The Company has also undertaken with Deutsche Bank that it will procure that each of Mr Joseph Lau, Luen-hung and Mr Thomas Lau, Luen-hung executes a lock-up agreement, whereby they each undertake not to sell any Shares or enter into other transactions with a similar effect for a period from the date of the Subscription Agreement up to 90 days after the Closing Date (and, if any Optional Bonds are issued, for a period of 90 days after the last Option Closing Date). Conditions Precedent of the Subscription Agreement Completion of the Subscription Agreement is conditional upon, among other things: (i) Deutsche Bank being satisfied with the results of its due diligence investigations on the Company and its subsidiaries for the purposes of the preparation of the Offering Circular and the Offering Circular being prepared in form and content satisfactory to Deutsche Bank; (ii) the execution of a trust deed constituting the Bonds and incorporating the terms and conditions of the Bonds and a paying and conversion agency agreement each in a form reasonably satisfactory to Deutsche Bank by all respective parties thereto; (iii) the Stock Exchange having agreed, subject to any conditions reasonably satisfactory to Deutsche Bank, to list the Bonds and the Stock Exchange having agreed to list the new Shares upon conversion of the Bonds (or, in each case, Deutsche Bank being reasonably satisfied that such listing will be granted). Termination Deutsche Bank may, by notice to the Company given at any time prior to payment of the net subscription moneys for the Bonds to the Company, terminate the Subscription Agreement in any of the following circumstances: (i) if there shall have come to the notice of Deutsche Bank any breach of, or any event rendering untrue or incorrect in any respect any of the warranties and representations contained in the Subscription Agreement or any failure by the Company to perform any of its undertakings or agreements in the Subscription Agreement;