09:33 KERRY PPT<00683> - Announcement & Resumption of Trading (2) (c) the Manager. The Manager is the manager in respect of the subscription and issue of the Convertible Bonds. The Manager is not a connected person (as defined in the Listing Rules) of the Company. Subject to the fulfilment of the conditions set out below under the sub-section headed "Conditions of the Subscription Agreement" and pursuant to the terms of the Subscription Agreement, the Manager has agreed to subscribe or procure subscribers for the Convertible Bonds. The Convertible Bonds will be offered and sold to six or more persons whose ordinary business involves buying, selling or investing in securities outside the United States in reliance upon Regulation S. None of the Convertible Bonds will be offered to the public in Hong Kong and none of the Convertible Bonds will be placed to any connected person (as defined in the Listing Rules) of the Company. The Company has been advised by the Manager that, to the best of the Manager's knowledge, information and belief, the Manager and the subscribers of the Convertible Bonds and their respective ultimate beneficial owners are third parties independent of the Company and its connected persons (as defined in the Listing Rules). The Manager or any person acting for or on behalf of the Manager, may (to the extent permitted by applicable laws) over-allot or effect transactions with a view to supporting the market price of the Convertible Bonds at a level higher than that which might otherwise prevail for a limited period after the issue of the Convertible Bonds. However, there may be no obligation on the Manager to do this. Such stabilising, if commenced, may be discontinued at any time, and must be brought to an end after a limited period. To the extent stabilising activities are conducted in Hong Kong, the Manager will conduct any such stabilisation in accordance with all applicable laws and regulations (including, but not limited to, the Listing Rules and the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)). Conditions of the Subscription Agreement Completion of the Subscription Agreement is conditional upon, among other things: (a) the Hong Kong Stock Exchange granting listing of, and permission to deal in, the Conversion Shares (or the Manager being reasonably satisfied that such listing will be granted); (b) the execution of a trust deed and paying and conversion agency agreement in relation to the Convertible Bonds, each in a form reasonably satisfactory to the Manager; (c) the issuance of certain legal opinions on English, British Virgin Islands, and Bermudian legal matters and of auditor's comfort letters in respect of the audited financial accounts of the Company for the years ended 31 December 2002, 2003 and 2004 and certain other matters relating to the Company's financial position; and (d) there being no material adverse change (or any development or event reasonably likely to involve such a change) in the financial or trading position, earnings or business affairs of the Group at the Closing Date. The Issuer and the Company have agreed to take such reasonable steps as may be required for the listing of the Convertible Bonds on the Hong Kong Stock Exchange (or such other stock exchange as the Manager or the Trustee (as defined in the Terms and Conditions) may approve) as soon as practicable after the Closing Date. Certain undertakings relating to the Subscription Agreement The Company has undertaken to the Manager (among other things) that subject to certain exceptions including the exercise of the Share Options and the issue of bonus or scrip dividend, it will not (and will procure none of its nominees or subsidiaries will) for a period of 90 days from the Closing Date, without the prior written consent of the Manager, (i) allot or issue, or offer to allot or issue, or grant any option, right or warrant to subscribe any Shares or any interests in Shares or any securities convertible into or exercisable or exchangeable for or substantially similar to any Shares or interests in Shares; or (ii) agree to enter into or effect any such transaction with the same economic effect as any of the transactions described in (i) above; or (iii) announce any intention to enter into or effect any such transaction described in (i) or (ii) above.