10:26 CHINNEY ALLI<00385> - Announcement (3) certificates for New Share certificates Friday, 15 July FREE EXCHANGE OF NEW SHARE CERTIFICATES AND TRADING ARRANGEMENTS Subject to the Capital Reorganisation becoming effective, Shareholders may submit certificates for the Existing Shares to the Company's share registrar in Hong Kong, Tengis Limited, at G/F, Bank of East Asia Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong, during the period from Monday, 6 June 2005 to Friday, 15 July 2005 (both dates inclusive), for exchange, at the expense of the Company, for certificates for the New Shares. Thereafter, certificates for Existing Shares will be accepted for exchange only on payment of a fee of HK$2.50 (or such higher amount as may from time to time be allowed by the Stock Exchange) for each new certificate issued for the New Shares. Nevertheless, certificates for Existing Shares will continue to be good evidence of legal title and may be exchanged for certificates for New Shares at any time at the expense of Shareholders. Further details of the certificates exchange arrangement and colour features of the certificates for the New Shares and the Existing Shares will be provided in the circular to be despatched to the Shareholders. Trading arrangements for the Existing Shares and New Shares are set out in the expected timetable above. In order to facilitate the trading of odd lots of the New Shares as a result of the Capital Reorganisation, the Company will procure a broker to arrange the matching of the sales and purchases of odd lots of the New Shares. Details of such odd lots arrangement will be provided in the circular to be despatched to the Shareholders. REASONS FOR THE CAPITAL REORGANISATION As at 31 December 2004, the Company had accumulated losses of approximately HK$708,335,000. The credit arising from the Capital Reserve Cancellation and the Share Premium Cancellation will be applied to eliminate all such accumulated losses and will put the Company in a better position to declare and pay dividends. The Share Premium Cancellation will create a credit of HK$97,151,000 in the contributed surplus account of the Company. There is no specific provision in the Companies Act which regulates the use of contributed surplus save that the Company cannot make a distribution out of the contributed surplus to the Shareholders if there are reasonable grounds for believing that the Company is, or would after the payment be, unable to pay its liabilities as they become due or the realisable value of the Company's assets would thereby be less than the aggregate of its liabilities and its issued share capital and share premium accounts. Based on the closing price of HK$0.029 per Existing Share today, the market value of a board lot of 10,000 Existing Shares is HK$290 and that a board lot of 10,000 New Shares is expected to be HK$7,250. The Share Consolidation is intended to reduce the transaction cost per dollar value of each New Share. In view of the above, the Directors consider that the Capital Reorganisation is in the interests of the Company and the Shareholders as a whole. CONDITIONS OF THE CAPITAL REORGANISATION The Capital Reorganisation is conditional upon: (a) the passing of the special resolution by the Shareholders to approve the Capital Reorganisation at the Annual General Meeting; (b) the Listing Committee of the Stock Exchange granting the listing of, and permission to deal in, the New Shares to be issued and the New Shares falling to be issued upon exercise of the Share Options; and (c) the compliance with the relevant procedural requirements under the Companies Act to effect the Capital Reorganisation (including the publication of a press notice in an appointed newspaper in Bermuda advertising the Share Premium Cancellation). Assuming that all the above conditions are fulfilled, it is expected that the Capital Reorganisation will become effective upon passing of the special resolution to be proposed at the Annual General Meeting. Application will be made to the Stock Exchange for the listing of, and permission to deal in, the New Shares (including the New Shares falling to be issued upon exercise of the Share Options). GENERAL