10:39 MAGNUM INT'L<00305>-Announcement&Resumption of Trading (7) Total consideration Assuming that there is no change in the issued share capital of the Company as a result of the exercise of any Options prior to the making of the Offers, at a price of HK$0.04735 per Share, the entire issued share capital of the Company with 615,024,175 Shares in issue is valued at approximately HK$29,121,395 under the Share Offer and all the Shares subject to the Share Offer are valued at approximately HK$14,112,691. Assuming that all the 20,100,000 outstanding Options at a price of HK$0.001 per Option to acquire one Share are tendered, the consideration payable by Unichina under the Option Offer is HK$20,100. Assuming that all the outstanding Options for the issue of an aggregate of 20,100,000 Shares are fully exercised prior to the making of the Offers, there will be 635,124,175 Shares in issue and the entire issued share capital of the Company is valued at approximately HK$30,073,130 under the Share Offer, and all the Shares subject to the Share Offer are valued at approximately HK$15,064,426. Celestial Capital, as the financial adviser to Unichina, is satisfied that there are sufficient financial resources available to Unichina to meet its obligation in case of a full acceptance of the Offers. Effect of accepting the Offers By accepting the Share Offer and upon the Share Offer becoming unconditional, Shareholders will sell their Shares to Unichina free from all liens, charges, claims, encumbrances and any third party rights together with all rights attaching to them, including the rights to receive all dividends and distribution declared, made or paid at or after the date on which the Offers are made, i.e. the date of posting of the composite document to be issued by Unichina and the Company jointly in connection with the Offers. By accepting the Option Offer, the Optionholders will surrender and give up the subscription rights attaching to the Options. Stamp duty Seller's ad valorem stamp duty arising in connection with acceptance of the Share Offer amounting to 0.1% of the amount payable in respect of the relevant acceptance will be deducted from the amount payable to the Shareholders who accept the Share Offer. Unichina will bear its own portion of buyer's ad valorem stamp duty at the rate of 0.1% of the amount payable in respect of relevant acceptances and will be responsible to account to the Stamp Office of Hong Kong the stamp duty payable for the sale and purchase of the Shares. Payment Payment in cash in respect of acceptances of the Offers will be made within ten days of the date on which the relevant documents of title are received by Unichina to render each such acceptance complete and valid, or of the Offers become unconditional, whichever is later. Information on the Group The Company is a company incorporated in Bermuda with limited liability and has been listed on the main board of the Stock Exchange since 23 November 1992. The Group is principally engaged in investment holding, property investment, securities dealing and brokerage, money lending and margin finance. Information on Unichina and its intention regarding the Group Unichina is an investment holding company incorporated in the British Virgin Islands with limited liability on 2 January 2002 and the entire issued share capital of which is owned by Mr. Wong Kwong Miu. Mr. Wong Kwong Miu is also the sole director of Unichina. None of Unichina, its beneficial owner and parties acting in concert with any of them has dealt in any Shares or any options, warrants, derivatives or securities convertible into Shares during the period commencing on the date falling six months prior to the date of the Sale and Purchase Agreement and up to the date of this announcement, save for (i) the entering into of the Sale and Purchase Agreement and the Subscription Agreement by Unichina; and (ii) the entering into of the Previous Agreements, which were subsequently terminated on 8 April 2005; and (iii) dealings in the Shares for the account of non-discretionary clients by the brokerage division of a fellow subsidiary of Celestial Capital.