09:45 PRICERITE<00996> & CELESTIAL<01049> -Joint Ann & Resumed (4) of the 83,000,000 Subscription Shares to be issued, the remaining authorized share capital is not sufficient for the issue of the Placing Shares. In order to facilitate the Placing, an ordinary resolution will be proposed at the SGM to increase the authorized share capital of the Company from $15,000,000 to $30,000,000 by the creation of 750,000,000 new Shares. The Board has no present intention to issue any part of the unissued authorized share capital of the Company except for the purpose of issuing the Placing Shares under the Agreement, the Subscription Shares, and any Shares which may fall to be issued upon the exercise of any options granted under the share option scheme of the Company, but may consider doing so if favourable opportunity arises. FINANCIAL INFORMATION ON THE COMPANY The audited consolidated net losses before and after taxation, minority interest and extraordinary items of the Group for the year ended 31 December 2002 were both $96.9 million and those for the year ended 31 December 2003 were both $29.9 million. The unaudited consolidated net losses before and after taxation, minority interest and extraordinary items of the Group for the six months ended 30 June 2004 were both $19.9 million. The unaudited consolidated net assets of the Group as at 30 June 2004 were approximately $167.4 million. GENERAL The principal activities of CASH and its subsidiaries consist of (i) financial services provided via CASH Financial Services Group Limited and its subsidiaries including online and traditional brokerage and trading of securities, futures, commodities and options, margin financing, corporate finance and other financial services; (ii) retailing of furniture and household items via the Group; (iii) investment holding including property investment; and (iv) brand management. Should the maximum of 223,000,000 Placing Shares be issued by Company, the shareholding interest of CASH, the holding company of the Company, in the Company will be reduced by 13.57% after the Placing, though the Company will remain as a subsidiary of CASH. The Placing is regarded as a deemed disposal and constitutes a discloseable transaction for CASH under the Listing Rules. A circular containing details of the Placing and a notice convening the SGM to approve the Placing, the issue of the Placing Shares and the Share Capital Increase will be despatched to the shareholders of the Company as soon as practicable. A circular containing, among others, details of the Placing will be dispatched to CASH Shareholders as soon as practicable. Trading in the Shares was suspended from 9:30 am on 1 April 2005 at the request of the Company pending this announcement. Application has been made to the Stock Exchange for resumption of trading in the Shares with effect from 9:30 am on 6 April 2005. Trading in shares in CASH was suspended from 9:30 am on 4 April 2005 at the request of CASH pending the publication of this announcement. Application has been made to the Stock Exchange for resumption of trading in the shares in CASH with effect from 9:30 am on 6 April 2005. DEFINITIONS "Agreement" the placing agreement dated 4 April 2005 and entered into between the Company and the Placing Agent in relation to the Placing "Board" the board of directors of the Company "CASH" Celestial Asia Securities Holdings Limited, the holding company of the Company, a company incorporated in Bermuda with limited liability and which securities are listed on the main board of the Stock Exchange "CASH Shareholders" holders of shares of CASH "Company" Pricerite Group Limited, a company incorporated in Bermuda with limited liability and which securities are listed on the main board of the Stock Exchange "Group" the Company and its subsidiaries "Listing Rules" the Rules Governing the Listing of Securities on the Stock Exchange "Placing" the placing of the Placing Shares by the Placing Agent on a best effort basis pursuant to the Agreement "Placing Agent" Celestial Securities Limited, being a corporation