10:40 MAGNUM INT'L<00305>-Announcement&Resumption of Trading (9) IV. THE CAPITAL REDUCTION AND INCREASE IN AUTHORISED SHARE CAPITAL The proposal for the Capital Reduction The Directors intend to put forward a proposal to the Shareholders to effect the Capital Reduction which will involve: (a) the reduction of the par value of each Share in issue from HK$0.10 to HK$0.001 by cancelling the paid up capital to the extent of HK$0.099 on each Share in issue on the date upon which the Capital Reduction becomes effective such that the par value of each issued share of the Company will be reduced to HK$0.001 and the issued share capital of the Company of approximately HK$61,502,418 shall be reduced by approximately HK$60,887,394 to HK$615,024; (b) the reduction of the nominal value of all unissued Shares from HK$0.10 to HK$0.001 each; and (c) transfer the credit arising from the cancellation of paid up capital to the contributed surplus account of the Company. Conditions of the Capital Reduction Capital Reduction Completion is conditional on the following conditions being fulfilled: (a) the passing by the Shareholders of a special resolution to approve the Capital Reduction at the SGM; (b) the Listing Committee granting the listing of, and permission to deal in, the Shares of new par value in issue following the Capital Reduction becoming effective; (c) the Bermuda Monetary Authority approving or agreeing to approve the Capital Reduction and the publication of a notice of the Capital Reduction in Bermuda; and (d) compliance with all applicable laws, and will become effective upon fulfillment of all of the above conditions on or before S&P Completion. Impact of the Capital Reduction As stated in the sub-paragraphs (a) and (c) under the paragraph headed ``The proposal for the Capital Reduction'' above, the Capital Reduction will involve the reduction of the issued share capital of the Company by approximately HK$60,887,394 so that a credit of such amount will arise following the reduction in par value of the issued share capital of the Company. Such credit amount will be transferred to the contributed surplus account of the Company and as a result, the Company's contributed surplus account will increase by approximately HK$60,887,394 upon the Capital Reduction becoming effective. Upon the Capital Reduction becoming effective and on the basis of 615,024,175 Shares in issue at that time, the authorised share capital of the Company will be HK$100,000,000 divided by 100,000,000,000 Shares of HK$0.001 each and its issued share capital will be HK$615,024 divided into 615,024,175 Shares of par value of HK$0.001 each. Other than the expenses to be incurred in relation to the Capital Reduction itself, the implementation of the Capital Reduction will not, in itself, alter the underlying assets, business operations, management or financial position of the Company or affect the proportionate interests of the Shareholders. Reason for the Capital Reduction Immediately upon the Capital Reduction becoming effective, the par value of each of the issued and unissued Shares will be reduced from HK$0.10 to HK$0.001 per Share. The closing price per Share as at 7 February 2005 (being the last full trading date prior to the publication of this announcement) was HK$0.108. The Directors expect that the Capital Reduction will give the Company greater flexibility in pricing any issue of new Shares in future.