10:43 MAGNUM INT'L<00305>-Announcement&Resumption of Trading (15) The conversion price of HK$0.04735 per Conversion Share under the Convertible Bond is approximately the same as the price agreed to be paid by Unichina to MGL for each Sale Share under the Sale and Purchase Agreement and the same as the share offer price under the Share Offer, and represents: (a) a discount of approximately 56.2% to the closing price of HK$0.108 per Share as quoted on the Stock Exchange on 7 February 2005, being the last complete trading day prior to the suspension of the trading in the Shares at 9:30 a.m. on 8 February 2005; (b) a discount of approximately 42.6% to the average closing price of HK$0.0825 per Share as quoted on the Stock Exchange for the last ten consecutive complete trading days prior to the suspension of the trading in the Shares at 9:30 a.m. on 8 February 2005; and (c) a discount of approximately 40.4% to the average closing price of HK$0.0795 per Share as quoted on the Stock Exchange for the last 30 consecutive complete trading days prior to the suspension of the trading in the Shares at 9:30 a.m. on 8 February 2005. The shareholding structure of the Company upon full conversion of the Convertible Bond by Unichina is set out in the section headed ``VIII. Shareholding structure of the Company'' below. Conditions of the Subscription Agreement Subscription Completion will occur simultaneously with the S&P Completion and the Compromise Deed Completion. Subscription Completion shall be subject to the satisfaction of the following conditions: (i) the passing of resolutions of the Board approving the terms and execution of the Subscription Agreement, the issue and allotment of all the Conversion Shares that may be required to be issued pursuant to the Subscription Agreement, and those resolutions not being amended or revoked; (ii) the passing of resolutions of the board of directors of Unichina approving the transactions contemplated under the Subscription Agreement, and those resolutions not being amended or revoked; (iii) the passing of resolutions of the board of directors of MCB approving the terms and execution of the Subscription Agreement, and those resolutions not being amended or revoked; (iv) the passing by the Independent Shareholders (by way of a poll) of ordinary resolutions at the SGM approving the transactions contemplated under the Subscription Agreement and the Compromise Deed in accordance with the requirements of the Listing Rules and the Company's memorandum and bye-laws; (v) the receipt of approval from the SFC for the proposed change in the ultimate controlling shareholder of MISL; (vi) the receipt of approval from Hong Kong Exchanges and Clearing Limited to the proposed change of control of MISL; (vii) the repayment of the overdraft banking facilities made available by lending banks to the Group which are secured by charges granted over certain of the Properties, and the release by the lending banks such security; (viii) the Sale and Purchase Agreement and the Compromise Deed having become unconditional in all respects; (ix) the Listing Committee of the Stock Exchange granting the listing of and permission to deal in the Conversion Shares which may be issued or required to be issued pursuant to the Convertible Bond, and such permission and listing not subsequently being revoked; (x) if necessary, the Bermuda Monetary Authority approving or agreeing to approve (a) the Capital Reduction; (b) the issue of the Convertible Bond; and (c) the allotment, issue and subsequent transfer of the Conversion Shares upon exercise of the Convertible Bond; (xi) the Capital Reduction having become unconditional in all respects; and (xii) all other requisite consents or approvals of any government and/or regulatory authorities in Hong Kong or elsewhere which are required or appropriate for the entry of and implementation of the Subscription Agreement having been obtained by the Company.