10:45 MAGNUM INT'L<00305>-Announcement&Resumption of Trading (19) ``Optionholder(s)'' holders of the Option(s) ``Option Offer'' the mandatory unconditional cash offer for all outstanding Options to be made by Celestial Capital on behalf of Unichina in accordance with the Takeovers Code ``PRC'' the People's Republic of China ``Properties'' The properties (as detailed in the table under the section headed ``V. The Compromise Deed'' in this announcement) to be pledged to MGL by execution of the Property Charges by each of the Property Owners pursuant to the Compromise Deed ``Property Charges'' the first charges over each of the Properties to be granted in favour of MGL by each of the Property Owners pursuant to the Compromise Deed ``Property Owners'' collectively Lismore Properties Limited, Wolston Limited, Ongreat Limited and Continuous Gain Limited, which are the owners of the Properties and are indirect wholly-owned subsidiaries of the Company ``S&P Completion'' completion of the Sale and Purchase Agreement ``Sale and Purchase Agreement'' the conditional sale and purchase agreement dated 8 April 2005 entered into by MGL, Unichina and MCB in relation to the Acquisition ``Sale Share(s)'' a total of 316,973,680 Shares to be acquired by Unichina pursuant to the Sale and Purchase Agreement ``Secured Promissory Note'' the promissory note with a face value equivalent to the Balance Shareholder's Loan to be issued by the Company to MGL at Compromise Deed Completion pursuant to the Compromise Deed ``Security Documents'' collectively the Property Charges, the Share Mortgages and the Subordination Deed ``SFC'' Securities and Futures Commission of Hong Kong ``SFO'' Securities and Futures Ordinance (Cap. 571), Laws of Hong Kong ``SGM'' a special general meeting of the Company to be convened to seek (i) Shareholders' approval for the Capital Reduction and the increase of the Company's authorised share capital; and (ii) Independent Shareholders' approval for the entering into of the Subscription Agreement, together with the issue of the Convertible Bond and the allotment and issue of the Conversion Shares upon conversion of the Convertible Bond and the Compromise Deed (together with the transactions contemplated thereunder) ``Share(s)'' share(s) of HK$0.10 each in the share capital of the Company (which following Capital Reduction Completion shall become Share(s) of HK$0.001 each) ``Shareholder(s)'' holder(s) of the Share(s) ``Shareholder's Loan'' all the outstanding shareholder's loan (including accrued interest thereon) extended by MGL to the Company or owing by the Company to MGL immediately before repayment of HK$35 million by the Company to MGL as at the date of the Compromise Deed Completion, which amounted to approximately HK$116,414,639 as at the date of this announcement ``Share Mortgages'' the share mortgages to be granted by the registered and beneficial owners of the Property Owners, all are wholly-owned subsidiaries of the Company, in favour of MGL over all of the issued shares in each of the Property Owners pursuant to the Compromise Deed ``Share Offer'' the mandatory unconditional cash offer for all the issued Shares not already owned or agreed to be acquired by Unichina or parties acting in concert with it at HK$0.04735 per Share to be made by Celestial Capital on behalf of Unichina in accordance with the Takeovers Code ``Stock Exchange'' The Stock Exchange of Hong Kong Limited ``Subordinated Indebtedness'' an indebtedness of HK$35 million together with all interest accrued thereon to be owed by the Company to Unichina under the Convertible Bond and any other sums to be owed by the Company to Unichina The Exchange endeavours to ensure the accuracy and reliability of the information provided, but does not guarantee its accuracy and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of the information relating to exotic warrants. Investors are reminded to refer to the related warrant listing documents for details of the terms and conditions of the warrant. Stock Code (List Date) Salient Features -------------- ------------------------------------------------------ 9047 European-style Average Return Call Warrants 21/6/2004 May only be exercised on 29/6/2005 Cash Settlement Amount is the sum of all Periodic Reference Prices divided by the number of Periodic Fixing Dates, less the Exercise Price and the Exercise Expenses. The Periodic Reference Price in respect of each Periodic Fixing Date is the arithmetic mean of the closing price of one underlying share on the five business days immediately preceding the relevant Periodic Fixing Date. The Periodic Fixing Dates are 16th September 2004, 21st December 2004, 29th March 2005 and 29th June 2005 9050 European-style Average Return Call Warrants 21/6/2004 May only be exercised on 29/6/2005 Cash Settlement Amount is the sum of all Periodic Reference Prices divided by the number of Periodic Fixing Dates, less the Exercise Price and the Exercise Expenses. The Periodic Reference Price in respect of each Periodic Fixing Date is the arithmetic mean of the closing price of one underlying share on the five business days immediately preceding the relevant Periodic Fixing Date. The Periodic Fixing Dates are 16th September 2004, 21st December 2004, 29th March 2005 and 29th June 2005 2118 European-style Average Return Call Warrants 24/6/2004 May only be exercised on 8/1/2007 Cash Settlement Amount is the sum of all Periodic Reference Prices divided by the number of Periodic Fixing Dates, less the Exercise Price and the Exercise Expenses. The Periodic Reference Price in respect of each Periodic Fixing Date is the arithmetic mean of the closing price of one underlying share on the five business days immediately preceding the relevant Periodic Fixing Date. The Periodic Fixing Dates are 8th February 2005, 7th October 2005, 8th June 2006 and 8th January 2007 2186 European-style Average Return Call Warrants 22/7/2004 May only be exercised on 27/6/2005 Cash Settlement Amount is the sum of all Periodic Reference Prices divided by the number of Periodic Fixing Dates, less the Exercise Price and the Exercise Expenses. The Periodic Reference Price in respect of each Periodic Fixing Date is the arithmetic mean of the closing price of one underlying share on the five business days immediately preceding the relevant Periodic Fixing Date. The Periodic Fixing Dates are 11th October 2004, 4th January 2005, 1st April 2005 and 27th June 2005 2187 European-style Average Return Call Warrants 22/7/2004 May only be exercised on 9/8/2005 Cash Settlement Amount is the sum of all Periodic Reference Prices divided by the number of Periodic Fixing Dates, less the Exercise Price and the Exercise Expenses. The Periodic Reference Price in respect of each Periodic Fixing Date is the arithmetic mean of the closing price of one underlying share on the five business days immediately preceding the relevant Periodic Fixing Date. The Periodic Fixing Dates are 20th October 2004, 26th January 2005, 3rd May 2005 and 9th August 2005