12:31 HKR INT'L<00480> - Announcement & Resumption of Trading (7) As the Subscription Agreement may or may not complete, Shareholders and potential investors are advised to exercise caution when dealing in the Shares of the Company. The Company is an investment company. Its subsidiaries are principally engaged in the development, management and provision of essential and recreational services for residential housing and leisure projects in Discovery Bay, Lantau Island, other property development, property investment, hotel operation, manufacturing and other investment. The Lead Manager is a member of J.P. Morgan Chase & Co. and its businesses include securities underwriting. To the best of the Directors' knowledge, information and belief, the Lead Manager and the ultimate beneficial owner of the Lead Manager are third parties independent of the Company and are not connected persons (as defined in the Listing Rules) of the Company. On 16 August 2004, the Company granted a general mandate to the Directors at its annual general meeting to allot and issue up to 20% of the aggregate nominal amount of the issued share capital of the Company as at the date of the annual general meeting. To date, there has been no issue of shares under the general mandate granted. Trading in the Shares on the Stock Exchange was suspended at the request of the Company with effect from 9:30 a.m. on 30 March 2005 pending the release of this announcement. The Company has applied for the resumption of trading in its Shares with effect from 9:30 a.m. on 31 March 2005. TERMS USED IN THIS ANNOUNCEMENT Alternative Stock Exchange at any time, in the case of the Shares, if they are not at that time listed and traded on the Stock Exchange, the principal stock exchange or securities market on which the Shares are then listed or quoted or dealt in Board the board of directors of the Company Bondholder(s) holder(s) of the Bonds from time to time Bonds the Firm Bonds and the Optional Bonds Bonds Issue the subscription and issue of the Firm Bonds with an initial aggregate principal amount of HK$1,100,000,000 and the Optional Bonds with an aggregate principal amount of HK$310,000,000 under the Subscription Agreement Change of Control occurs when, (i) other than, directly or indirectly, or as the beneficiary of a trust, acting individually or together LBJ Regents Limited, CDW Holdings Limited and Novantenor Limited or any of their affiliates, executors, administrators or successors; any person or persons acting together acquires Control of the Company; or (ii) the Company consolidates with or merges into or sells or transfers all or substantially all of the Company's assets to any other person, unless the consolidation, merger, sale or transfer will not result in the other person or persons acquiring Control over the Company or the successor entity Closing Date the date (expected to be on or before 26 April 2005 or such other date as the Company and the Lead Manager may agree) on which the Firm Bonds are issued Company HKR International Limited, a company incorporated in the Cayman Islands with limited liability, the shares of which are listed on the Stock Exchange Control the acquisition or control of more than 50% of the voting rights of the issued share capital of the Company or the right to appoint and/or remove all or the majority of