10:07     MIDLAND REALTY<01200>-Announcement&Resumption of Trading(4)         

    shareholders by way of bonus or under any scrip                           
    dividend or similar arrangement providing for the                         
    allotment of shares in lieu of the whole or part of                       
    a dividend on shares of the Company in accordance with                    
    its Articles of Association or on the exercise of                         
    rights existing at the date of the Placing Agreement)                     
    from the date of the Placing Agreement and on and prior                   
    to the date being three months after the date of the                      
    Placing Agreement it will not (without the prior                          
    written consent of the Placing Agent) (i) allot or                        
    issue or offer to allot or issue or grant any option,                     
    right or warrant to subscribe (either conditionally                       
    or unconditionally, or directly or indirectly, or                         
    otherwise) any Shares or any interests in Shares or                       
    any securities convertible into or exercisable or                         
    exchangeable for or substantially similar to any                          
    Shares or interest in Shares or (ii) agree                                
    (conditionally or unconditionally) to enter into or                       
    effect any such transaction with the same economic                        
    effect as any of the transaction described in (i)                         
    above or (iii) announce any intention to enter into                       
    or effect any such transaction described in (i) or                        
    (ii) above.                                                               
                                                                              
    CONDITIONAL SUBSCRIPTION AGREEMENT DATED 21 MARCH                         
    2005                                                                      
    Subscriber      :       The Vendor.                                       
                                                                              
    Issuer  :       The Company.                                              
                                                                              
    Subscription Shares     :       38,439,425 new Shares to be               
    issued to the Vendor, representing approximately                          
    5.46% of the existing issued share capital of the                         
    Company and approximately 5.17% of the issued share                       
    capital of the Company as enlarged by the                                 
    Subscription.                                                             
                                                                              
    The Subscription Shares will be issued under the                          
    general mandate granted to the Directors pursuant to                      
    the resolution passed by the shareholders of the                          
    Company at the special general meeting held on 11 May                     
    2004.                                                                     
                                                                              
    Subscription Price      :       HK$4.87 per Subscription                  
    Share, which is the same as the Placing Price. Taking                     
    into account the relevant expenses, the net price to                      
    the Company of each Subscription Share is                                 
    approximately HK$4.76 per Share.                                          
                                                                              
    The Subscription Price was agreed after arm's length                      
    negotiations and represents (i) a discount of                             
    approximately 8.11% to the closing price of HK$5.30                       
    per Share as quoted on the Stock Exchange on 21 March                     
    2005, being the date of the Subscription Agreement;                       
    and (ii) a discount of approximately 8.11% to the                         
    average closing price of approximately HK$5.30 per                        
    Share as quoted on the Stock Exchange from 14 March                       
    2005 to 18 March 2005, both days inclusive, being the                     
    last five trading days of the Shares immediately prior                    
    to the date of the Subscription Agreement.                                
                                                                              
    Subscription    :       The Company shall bear all expenses               
    incurred in connection with the Subscription. The                         
    Company                                                                   
      expenses              expects that the total amount of                  
    expenses to be borne by the Company in relation to                        
    the Subscription will amount to approximately                             
    HK$154,000.00.                                                            
                                                                              
    Conditions      :       The Subscription is conditional upon:             
                                                                              
    (i)     completion of the Placing having occurred                         
    pursuant to the terms of the Placing Agreement; and