09:34 KERRY PPT<00683> - Announcement & Resumption of Trading (5) Total 1,211,648,068 100.00% 1,307,968,622 100.00% Notes: 1. On the basis that the Convertible Bonds with an aggregate principal amount of HK$2,500,000,000 have all been converted at the Conversion Price of HK$25.955 per Conversion Share and the Company has not issued any new Shares. Apart from the Convertible Bonds and the Share Options, the Company does not have any other outstanding option, right or warrant which is convertible into or exercisable or exchangeable for the Shares. 2. Excluding those directors of the Company and its subsidiaries who are members of the Kuok Group, being companies owned or controlled by Mr. Kuok Hock Nien and/or interests associated with him. 3. NET PROCEEDS, REASONS FOR THE ISSUE OF CONVERTIBLE BONDS AND USE OF PROCEEDS The net proceeds from the issue of the Convertible Bonds are estimated to be approximately HK$2.47 billion. The aggregate expenses relating to the Convertible Bonds amount to approximately HK$30 million and include commissions, professional fees and other ancillary expenses. The Directors consider that in view of the existing capital structure of the Group, the issue of the Convertible Bonds provides a flexible and cost-efficient funding opportunity which is in the best interest of the Group. Upon conversion of the Convertible Bonds, the capital base of the Company will be enlarged and strengthened which will benefit the Group's future growth and developments. It is the present intention of the Directors to use the net proceeds from the issue of the Convertible Bonds for general corporate purposes. The Company has not formulated any specific use for such net proceeds. 4. SUSPENSION AND RESUMPTION OF TRADING At the request of the Company, trading in the Shares on the Hong Kong Stock Exchange was suspended. The suspension took effect from 9:38 a.m. (Hong Kong time) on 11 March 2005 pending the release of this announcement, and application has been made by the Company for the resumption of trading in the Shares on the Hong Kong Stock Exchange with effect from 9:30 a.m. (Hong Kong time) on 14 March 2005. Owing to the price-sensitive nature of the transactions contemplated in this announcement, Shareholders and prospective investors are advised to exercise caution when dealing in the shares of the Company. 5. GENERAL INFORMATION As at the date of this announcement, the Executive Directors of the Company are Messrs Ang Keng Lam, Wong Siu Kong, Ho Shut Kan and Ma Wing Kai, William and the Independent Non-executive Directors of the Company are Messrs William Winship Flanz, Lau Ling Fai, Herald and Christopher Roger Moss, O.B.E. The Company has not carried out any fund raising activity through the issue of equity securities or securities which are convertible into equity securities in the past 12 months. The Company is an investment holding company. The principal activities of the Company's subsidiaries comprise (1) property development and investment in Hong Kong, the PRC and the Asia Pacific region and hotel ownership in the PRC; (2) logistics, freight, warehouse ownership and operations; and (3) infrastructure-related investments in Hong Kong and the PRC. DEFINITIONS "Bondholder(s)" holder(s) of the Convertible Bonds "Closing Date" 8 April 2005 or such other date as may be agreed by the Company and the Manager "Company" Kerry Properties Limited, an exempted company incorporated in Bermuda with limited liability, the shares of which are listed on the Hong Kong Stock Exchange "Conversion Share(s)" the new Share(s) to be issued by the Company upon conversion of the Convertible Bonds at the Conversion Price (subject to adjustment)