10:14 KAMBOAT<00318> - Announcement & Resumption (9) of the Company will be changed to reflect the change in control of the Company and the anticipated future development of the Company. The change of name is subject to approval by the Shareholders at a special general meeting. A new name for the Company has not been decided yet, and further announcement will be made as to the name change when appropriate. 7. THE CAPITAL REORGANISATION The Directors propose that the nominal value of all of the issued and unissued Shares will be reduced from HK$0.25 to HK$0.001 each. On the basis of 100,065,900 Shares presently in issue, a credit of HK$24,916,409 will arise as a result of the Capital Reduction. The Subscription Shares can only be issued at not less than their nominal value, therefore a reduction in the nominal value of the Shares will be a condition to the Subscription and Completion. As at 31 October 2004 the unaudited balance standing to the credit of the Company's share premium account amounted to approximately HK$81,093,000. Such balance, when combined with the aggregate credits to be transferred to the share premium account as a result of the reduction in nominal value of the Shares as described above, is expected to amount to approximately HK$106,009,409. The Directors intend to utilise a portion of such sum to eliminate the accumulated losses of the Company, which totalled approximately $14,211,000 on an unaudited basis as at 31 October 2004. The Directors also propose that each Share in the authorised but unissued capital of the Company upon completion of the Capital Reduction would be subdivided into 250 New Shares, and that the authorised but unissued capital of the Company would be further increased by 24,916,409,100 New Shares, so that the aggregate authorised share capital of the Company of HK$200,000,000 remains unchanged. The Capital Reorganisation will have no effect upon the consolidated net assets, the underlying assets or the business of the Company. The Capital Reorganisation is subject to approval by the Shareholders at the Special General Meeting. 8. TAKEOVERS CODE IMPLICATIONS During the six-month period immediately preceding the date of this Announcement, there were no dealings in the Shares by the Subscribers and parties acting in concert with any of them. At present, none of the Subscribers and parties acting in concert with any of them holds any Shares. Upon issuance of the Subscription Shares, Vongroup Holdings will be interested in approximately 93.27% of the enlarged issued share capital of the Company. Under the Takeovers Code, Vongroup Holdings would be obliged to make an unconditional general offer to acquire all the Shares other than those already owned by it, by Capital Beijing, and by parties acting in concert with either of them. An application will be made by Vongroup Holdings to the Executive for a Whitewash Waiver, which, if granted, would normally be subject to the approval of the Independent Shareholders on a vote taken by way of a poll. The Executive may or may not grant the Whitewash Waiver. Completion is conditional upon, inter alia, the granting of the Whitewash Waiver by the Executive. Under the Subscription Agreement, the Whitewash Waiver condition can be waived by Vongroup Holdings. If the Whitewash Waiver is not obtained, Vongroup Holdings may