09:45 PRICERITE GROUP<00996>-Announcement&Resumption of Trading(1) The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this announcement, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement. PRICERITE GROUP LIMITED (incorporated in Bermuda with limited liability) (Stock code #996) ISSUE OF NEW SHARES TO INDEPENDENT THIRD PARTIES AND RESUMPTION OF TRADING IN SHARES On 23 March 2005, the Company and the Subscribers entered into the Agreements pursuant to which the Subscribers have agreed to subscribe for the Subscription Shares, being a total of 83,000,000 new Shares, at the Subscription Price of $0.28 per Subscription Share. The Subscribers are independent third parties and are not connected persons of the Company (as defined under Listing Rules) or any of their associates. The Subscription Shares represents approximately 12.45% of the existing issued share capital of the Company and approximately 11.07% of the issued share capital of the Company as enlarged thereby. The Subscription Shares will be issued under the general mandate of the Company granted to the Board on 17 May 2004. The completion of the Agreements is subject to the Listing Committee of the Stock Exchange granting listing of and permission to deal in the Subscription Shares. The net proceeds of approximately $23.2 million from the Subscription will be used as general working capital for the Group. Trading in the Shares was suspended from 9:30 am on 24 March 2005 at the request of the Company pending the publication of this announcement. Application has been made to the Stock Exchange for resumption of trading in the Shares with effect from 9:30 am on 29 March 2005. INTRODUCTION On 23 March 2005, the Company and the Subscribers entered into the Agreements under which the Subscribers agree to subscribe and the Company agree to issue the Subscription Shares at the following terms. AGREEMENTS Issuer : The Company Subscribers : Subscriber A and Subscriber B, both being independent third parties and are not connected persons of the Company (as defined under the Listing Rules), or their respective associates Subscription : A total of 83,000,000 new Shares, being Shares 30,000,000 new Shares to be subscribed by Subscriber A and 53,000,000 new Shares to be subscribed by Subscriber B, representing approximately 12.45% of the existing issued share capital of the Company and approximately 11.07% of the issued share capital of the Company as enlarged thereby, and will be issued under the general mandate granted by the shareholders of the Company to the Board on 17 May 2004. As at the date of the announcement, the relevant general mandate has not been utilised and it is sufficient for the issue of the Subscription Shares Ranking of the : The Subscription Shares, when issued Subscription and fully paid, will rank pari passu in all Shares respects with the then existing Shares as at the date of allotment Subscription Price : $0.28 per Subscription Share, determined on an arm's length basis between the Company and the Subscribers with reference to the recent market Share prices, being: * about 8.20% discount to the closing price of $0.305 per Share on 23 March 2005 (the date of the Agreements); * about 8.20% discount to the average closing price of about $0.305 per Share based on the closing prices as quoted on the Stock Exchange for the 5 trading days ended on 23 March 2005; * about 9.39% discount to the average closing price of about $0.309 per Share based on the closing prices as quoted on the Stock Exchange for the 10 trading days ended on 23 March 2005. The net price of each Subscription Share is also $0.28. The Board is of the view that the Subscription Price is fair and reasonable to the