09:45 PRICERITE<00996> & CELESTIAL<01049> -Joint Ann & Resumed (2) their respective associates (as defined in the Listing Rules) to subscribe for the Placing Shares The Company undertakes to make further announcement as soon as practicable once the placees under the Placing Agreement have been identified and, in any event, prior to the dispatch of the circular to the Shareholders with regard to the Placing Placing Shares : A maximum of 223,000,000 new Shares to be placed on a best effort basis by the Placing Agent, which represent approximately 33.45% of the existing issued share capital of the Company, approximately 25.06% of the issued share capital of the Company as enlarged thereby, and approximately 22.93% of the issued share capital of the Company as further enlarged by the issue of the Subscription Shares Ranking of : The Placing Shares, when issued and fully paid, will rank pari passu in the Placing Shares all respects with the then existing Shares as at the date of allotment Placing Price : $0.30 per Placing Share, determined on an arm's length basis between the Company and the Placing Agent with reference to the recent market Share prices, being: * about 31.03% discount to the closing price of $0.435 per Share on 31 March 2005 (the last trading date prior to the suspension of the trading in the Shares); * about 26.65% discount to the average closing price of about $0.409 per Share based on the closing prices as quoted on the Stock Exchange for the 5 trading days ended on 31 March 2005; * about 15.73% discount to the average closing price of about $0.356 per Share based on the closing prices as quoted on the Stock Exchange for the 10 trading days ended on 31 March 2005. The net price of each Placing Share is approximately $0.295 and the Board is of the view that the Placing Price is fair and reasonable to the Company and the shareholders of the Company as a whole Conditions of the Placing : The Placing is conditional upon, inter alia,: (a) the approval by the shareholders of the Company of the Placing, the issue of the Placing Shares and the Share Capital Increase in SGM; and (b) the approval of the listing of and permission to deal in the Placing Shares by the Listing Committee of the Stock Exchange If the conditions of the Placing are not fulfilled by 31 May 2005 (or such later date as may be agreed by the parties to the Agreement), the Agreement shall lapse Placing commission : The Placing Agent is entitled to receive at completion of the Placing a placing commission of 1.25% (a normal placing commission rate in market) on the aggregate placing amount received for the Placing Shares placed by the Placing Agent Completion : Completion shall take place on the third business day following the fulfilment of all the conditions of the Placing or any other date as the Company and the Placing Agent may mutually agree THE PLACING AGENT AND THE INTENDING PLACEES The Placing Agent is a licensed corporation under SFO and its principal business is dealing and trading in securities and is a non-wholly owned fellow subsidiary of the Company. The Placing Agent will place the Placing Shares to independent third parties not connected with the directors, chief executive, substantial shareholder of the Company or its subsidiaries, or their respective associates. REASON FOR THE PLACING AND USE OF PROCEEDS OF THE PLACING The Board is always prepared to capture suitable opportunities to broaden the shareholders base and capital base and to raise funds for the Company to finance the potential investment opportunities. In view of the recent favourable share performance of the Company, after the market closed on 31 March 2005, the Board decided that the Company should capture such market opportunity and raise additional capital to finance its retail business expansion plan by placing of new Shares. The Board has considered various ways of raising funds and considered that the Placing via placing agent represents the most convenient, quickest and best available option to raise such a size of new capital for the