10:08     MIDLAND REALTY<01200>-Announcement&Resumption of Trading(5)         

    (ii)    listing of, and permission to deal in, the                        
    Subscription Shares being granted by the Listing                          
    Committee of the Stock Exchange.                                          
                                                                              
    In the event completion of the Subscription Agreement                     
    does not take place on or before the date which is                        
    14 days from the date of the Subscription Agreement                       
    or such later date as may be agreed between the parties,                  
    then the Subscription Agreement and all rights and                        
    obligations thereunder will cease and terminate.                          
                                                                              
    Expected completion     :       The date falling one (1)                  
    day after the date upon which the last of the                             
    conditions set out above shall                                            
      date          have been satisfied provided that such                    
    date shall not be later than 4 April 2005, being the                      
    date falling 14 days after the date of the Placing                        
    Agreement. If the Subscription is not completed                           
    within 14 days after the date of the Placing Agreement,                   
    the Subscription would no longer be treated as an                         
    exempted connected transaction for the Company under                      
    the Listing Rules and independent shareholders'                           
    approval will be required. Further announcements will                     
    be made by the Company if required.                                       
                                                                              
    Lock-up :       The Vendor has undertaken that it will not                
    sell or otherwise dispose of any of the Subscription                      
    Shares on or before the date which is three months                        
    after the date of the Subscription Agreement.                             
                                                                              
    Ranking :       The Subscription Shares, when fully paid,                 
    will rank pari passu in all respects with the Shares                      
    in issue at the time of issue and allotment of the                        
    Subscription Shares.                                                      
                                                                              
    REASONS FOR THE PLACING AND SUBSCRIPTION AND USE OF                       
    PROCEEDS                                                                  
    The Group is principally engaged in property broking                      
    service in Hong Kong, Macau and the People's Republic                     
    of China. The net proceeds of the Subscription                            
    amounting to approximately HK$183 million is intended                     
    to be used as to approximately HK$20 million for                          
    upgrading and enhancement of the computer hardware                        
    and software of the Group, as to approximately HK$50                      
    million for branch expansion and the balance of                           
    approximately HK$113 million for general working                          
    capital of the Group. The Directors confirm that                          
    approximately 60% to 80% of the remaining balance of                      
    the net proceeds will be applied in the estate agent                      
    business of the Group and it is estimated that                            
    approximately 60 to 70 branches will be opened and                        
    approximately 700 additional staff will be employed                       
    by the Group in 6 to 18 months' time as a result of                       
    the abovementioned expansion.                                             
                                                                              
    The Directors believe that the Placing and the                            
    Subscription is in the interests of the Company and                       
    its shareholders as a whole, represents a good                            
    opportunity to raise capital for the Company and to                       
    broaden the shareholders base and capital base of the                     
    Company and will strengthen the financial position                        
    of the Company. Although there will be a dilution                         
    effect of approximately 4.09% to the public                               
    shareholders as a result of the completion of the                         
    Placing and the Subscription, the Directors consider                      
    that it is justifiable because it can help the Company                    
    to maintain a high level of cashflow which is                             
    essential for the business of the Group. As at 31                         
    December 2004, the Group had bank balances of                             
    approximately HK$406 million and the same had