11:14 CS CONSERVAT P<00351> - Announcement (3) The Placing Price of HK$0.78 per Share was arrived at after arm's length negotiations between the Company and the Placing Agent. The Placing Shares will be issued free from all liens, charges and encumbrances, claims, or third party rights and together with all rights attaching thereto as at the date of allotment and issue thereof, including the right to receive all dividends or other distributions declared on the Placing Shares at any time on or after the date of allotment and issue thereof. 1.4 The Placees The Placees (and their respective ultimate beneficial owners) will be independent of and not connected with the Company, its subsidiaries and its associates and will not be Connected Persons of the Company and will be independent from the Connected Persons of the Company. The Placing Agent informed the Company that there will be not less than six Placees who are (i) professional and institutional investors which term generally includes brokers, dealers and companies (including fund managers), whose ordinary business involves dealing in shares and other securities; (ii) corporate entities which regularly invest in shares and other securities; and (iii) individuals. 1.5 Termination of the Placing and Underwriting Agreement The Placing and Underwriting Agreement contains provisions granting the Placing Agent the right to terminate the Placing and Underwriting Agreement on the occurrence of certain events including Force Majeure. If the Placing Agent exercises such right to terminate the Placing and Underwriting Agreement, the Placing will not proceed. 1.6 General Mandate to issue new shares The Placing Shares will be issued pursuant to the General Mandate. Save for the Placing, the Company has not issued any Shares pursuant to the General Mandate as at the date of this announcement. An application will be made to the Listing Committee of the Stock Exchange for the listing of, and permission to deal in, the Placing Shares to be issued pursuant to the Placing. 1.7 Ranking of the Placing Shares The Placing Shares, when issued and fully paid, will rank equally with the Shares in issue as at the date of issue of the Placing Shares. 1.8 Condition of the Placing Completion of the Placing is conditional upon the Listing Committee of the Stock Exchange granting the listing and permission to deal in all of the Placing Shares to be issued under the Placing on or before 8 April 2005 or such later date as may be agreed between the Company and the Placing Agent. 1.9 Completion of Placing Subject to fulfillment of the above condition, completion of the Placing will take place on the date falling two business days after the date upon which the condition set out above is satisfied or on such later date as the Company and Placing Agent may agree in writing. THE SUBSCRIPTION LETTER DATED 23 MARCH 2005 2.1 Parties Issuer: The Company Subscribers: Sky Bright, Mr. Hon, CIAM and CCIH Sky Bright, Mr. Hon, CIAM and CCIH are Connected Persons of the Company. Sky Bright is an existing shareholder of the Company who owns 7.48% of the existing issued share capital of the Company. The entire issued share capital of Sky Bright is owned by Ms. Wong, an executive Director and the vice chairman of the Company. Sky Bright is therefore an associate of Ms Wong. Mr. Hon is an executive Director and the chairman of the Company. He also owns a 38% of the issued shares in Aimstar Holdings Limited, the controlling shareholder of the Company as at the date of this announcement. Aimstar Holdings Limited holds 31.53% of the issued Shares of the Company as at the date of this announcement. CIAM and CCIH together hold an aggregate of approximately 12.67% existing issued share capital of the Company and convertible notes under the subscription agreement dated 24 June 2004, pursuant to which 66,666,666 Shares will be issued and alloted upon full exercise of the convertible