09:55 QUALITY HEALTH<00593> - Announcement (2) As at 4:00 p.m. on 7 April 2005, being the latest time for acceptance of the Offer, Form of Acceptances in respect of a total of 25,474,154 Shares had been received by the Company from the Accepting Shareholders, representing approximately 11.76% of the issued share capital of the Company as at the Latest Acceptance Time and approximately 118% of the Maximum Number, of which 3,734,433 Shares were attributable to the Accepting Shareholders' Assured Entitlements whilst the remainder of 21,739,721 Shares were attributable to the Accepting Shareholders' Excess Tenders. Shares validly tendered for acceptance by Accepting Shareholders under the Offer will be accepted in full to the extent of each such Accepting Shareholder's Assured Entitlement. As the Excess Tenders received from Accepting Shareholders together with acceptances made under their Assured Entitlements have exceeded the Maximum Number, out of acceptances received from the Accepting Shareholders' Excess Tenders only 17,932,855 Shares will be repurchased. The scaling down of Excess Tenders accords with the method for pro-rata allocation among Accepting Shareholders as detailed on page 49 of the Offer Document. For such scaling down, the Company shall have the discretion to round up or down the number of Excess Tenders, arrived at after pro-rata allocation such that the number of Shares held by each Accepting Shareholder will be free of odd lots and fractional entitlements as much as practicable. TOTAL CONSIDERATION PAYABLE In accordance with the terms of the Offer, the Company will repurchase and cancel 21,667,288 Shares. The total consideration payable by the Company under the Offer is approximately HK$43.3 million. INTERESTS OF WAH CHEONG As a result of the Offer, the total issued share capital of the Company will be reduced to 195,005,596 Shares and the interests in the issued share capital of the Company of Wah Cheong (and its concert parties) will increase from approximately 29.71% to 33.01%. The shareholding of Wah Cheong (and its concert parties) remains at 64,373,594 Shares and 12,343,918 Warrants upon the close of the Offer, with no other interests in the securities of the Company. So far as the Company is aware and as confirmed by Wah Cheong, Wah Cheong (and its concert parties) have not dealt for value in any of the securities of the Company during the period of the Offer and up to the closing date of the Offer. CHANGES IN SHAREHOLDING Set out below are the Company's shareholding structure before and after the Offer has been completed (taking into account that Wah Cheong has undertaken not to participate in the Offer): Shareholding before Shareholding immediately completion of the Offer upon completion of the Offer Shareholders No. of Shares % No. of Shares % Wah Cheong (and its concert parties) 64,373,594 29.71 64,373,594 33.01 CLSA Capital Limited 34,156,666 15.76 34,156,666 17.52 Mr. Mark Wong Tai Chun 50,040 0.02 50,040 0.02 Public 118,092,584 54.51 96,425,296 49.45