10:40 MAGNUM INT'L<00305>-Announcement&Resumption of Trading (8) Unichina intends to continue the existing businesses of the Group and will, following the S&P Completion, conduct a more detailed review of the operations of the Group with a view to developing a corporate strategy to enhance its existing businesses and asset base and broaden its income stream by various measures, which may include further investing in and expansion of existing businesses into or divesting of loss-making operations of the Group should appropriate opportunities arise. However, Unichina has no immediate plan of injecting any of its assets into the Group upon S&P Completion. In light of the terms of settlement of the Shareholder's Loan that have been agreed under the Compromise Deed, the Company has undertaken to MGL to raise additional funds within six months after Compromise Deed Completion, including but without limitation, raise fund in the equity market when market conditions allow or secure third party commercial borrowings, for settlement of the Secured Promissory Note and the Unsecured Promissory Note. Proposed change of Board composition of the Company It is expected that all of the existing executive Directors, namely, Mr. Lim Teong Leong, Mr. Tam Cheok Wing, Mr. Ooi Sin Heng and Mr. Chan Hon Ming will resign and such resignation will take effect on the closing date of the Offers in compliance with Rule 7 of the Takeovers Code. It is expected that the existing independent non-executive Directors will remain on the Board. In addition, Unichina at present intends to nominate two new executive Directors, namely Mr. Wong Kwong Miu and Mr. Wong Kwong Lung, Terence. The appointment of additional Directors by Unichina will not take effect earlier than the date of posting of the composite document to be issued by the Company and Unichina jointly in connection with the Offers in compliance with Rule 26.4 of the Takeovers Code. A further announcement will be made by the Company and Unichina on any further proposed change of the composition of the Board and new appointment of Directors. The following is the brief information on the proposed executive Directors as currently intended to be nominated by Unichina: Mr. Wong Kwong Miu, aged 35, has 20 years of experience in property development and investment in Hong Kong and the PRC. Mr. Wong is a member of the National Committee of the Chinese People's Political Consultative Conference and a member of the Shenzhen City Political Consultative Standing Committee. Mr. Wong was the chairman of Asia Resources Holdings Limited, the shares of which are listed on the Stock Exchange. Mr. Wong Kwong Lung, Terence, aged 42, has over 14 years of experience in property development and investment in Hong Kong and the PRC. Mr. Wong was an executive director of Asia Resources Holdings Limited, an independent non-executive director of renren Holdings Limited, and a sales director of Midland Realty (Holdings) Limited, the shares of each of these companies are listed on the Stock Exchange. Listing status of the Company Unichina intends that the Company will remain listed on the Stock Exchange after the close of the Offers and does not intend to exercise any rights to compulsorily acquire all the Shares. The directors of Unichina and the new Directors to be appointed will jointly and severally undertake to the Stock Exchange to take appropriate steps following the close of the Offers to ensure that the minimum public float requirement under the Listing Rules is complied with by the Company. The Stock Exchange has stated that if, at the close of the Offers, less than the minimum prescribed percentage applicable to the Company, being 25%, of the Shares are held by the public, or if the Stock Exchange believes that: (a) a false market exists or may exist in trading of the Shares; or (b) there are insufficient Shares in public hands to maintain an orderly market, it will consider exercising its discretion to suspend dealings in the Shares. The Stock Exchange will also closely monitor all acquisitions or disposals of assets by the Company. Under the Listing Rules, the Stock Exchange has the power pursuant to the Listing Rules to aggregate a series of transactions and any such transactions may result in the Company being treated as if it were a new listing applicant and subject to the requirement for new applicants as set out in the Listing Rules.