11:15 CS CONSERVAT P<00351> - Announcement (4) notes. 2.2 The Subscription Shares Pursuant to the Subscription Letter, the Company will allot and issue and the Subscribers will subscribe 30,000,000 new Shares, representing an aggregate of approximately 3.21% of the existing issued share capital of the Company at the Subscription Price. Based on the Subscription Price of HK$0.78, the 30,000,000 Subscription Shares were valued at HK$23.4 million. The table below sets out the number of new Shares to be subscribed by the Subscribers: Number of Shares Name of Subscribers to be subscribed Sky Bright 8,500,000 Mr. Hon 6,500,000 CIAM 5,550,000 CCIH 9,450,000 Total 30,000,000 2.3 The Subscription Price The Subscription Price is equal to the Placing Price and represents a discount of approximately 7.14% to the closing price of HK$0.84 per Share as quoted on the Stock Exchange on 22 March 2005 (being the last trading day prior to the suspension of trading in the Shares pending the release of this announcement) and a discount of approximately 3.70% to the average closing price of approximately HK$0.81 per Share as quoted on the Stock Exchange for the last 5 trading days up to and including 22 March 2005. The Subscription Price of HK$0.78 per Share was arrived at after arm's length negotiations between the Company and the Subscribers. The Subscription 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 Subscription Shares at any time on or after the date of allotment and issue thereof. 2.4 Application for Listing An application will be made to the Listing Committee of the Stock Exchange for the listing of, and permission to deal in, the Subscription Shares to be issued pursuant to the Subscription. 2.5 Ranking of the Subscription Shares The Subscription Shares, when issued and fully paid, will rank equally with the Shares in issue as at the date of issue of the Subscription Shares. 2.6 Conditions of the Subscription Completion of the Subscription is conditional upon (i) the Listing Committee of the Stock Exchange granting the listing and permission to deal in all of the Subscription Shares to be issued under the Subscription; and (ii) the approval of the Subscription by the Independent Shareholders by way of poll at the EGM on or before 10 May 2005 or such later date as may be agreed between the Company and the Subscribers. 2.7 Completion of Subscription Subject to fulfillment of the above conditions, completion of the Subscription will take place on the date falling two business days after the date upon which all the conditions set out above are satisfied or on such later date as the Company and Subscribers may agree in writing. EFFECT ON THE SHAREHOLDING OF THE COMPANY FOLLOWING COMPLETION OF THE PLACING AND SUBSCRIPTION: The shareholdings in the Company immediately before and after completion of the Placing and Subscription are summarised as follows: Shareholding Shareholding Shareholding immediately as at immediately after completion of