09:56 WEALTHMARK INTL<00039> - Announcement & Resumption (3) mandatory unconditional cash offer for all the outstanding Shares (other than those already acquired by the Offeror and its concert parties) pursuant to Rule 26.1 of the Takeovers Code. First Shanghai Securities will, on behalf of the Offeror, make the Offer for all the issued Shares not already owned by the Offeror and parties acting in concert with it. Save for the acquisition of the Sale Shares by the Offeror, none of the Offeror and parties acting in concert with it has dealt in any Shares during the six months prior to the date of Sale and Purchase Agreement. The Offer will be made in compliance with the Takeovers Code by First Shanghai Securities on behalf of the Offeror on the following terms: For each Share HK$0.0267 in cash The Offer Price is slightly above the price as that paid by the Offeror to the Vendors for the Sale Shares pursuant to the Sale and Purchase Agreement. The Offer Price represents (i) a discount of approximately 95.23% to the closing price of HK$0.56 as quoted by the Stock Exchange of the Shares on 11th April 2005, being the last full trading day of the Shares before this announcement; (ii) a discount of approximately 94.76% to the average of closing prices of the Shares of HK$0.5095 over the last 10 consecutive trading days up to and including 11th April 2005; (iii) a discount of approximately 94.67% to the average of closing prices of the Shares of approximately HK$0.5008 over the last 20 consecutive trading days up to and including 11th April 2005; (iv) a discount of approximately 94.02% to the consolidated unaudited net tangible assets per Share of approximately HK$0.4468 as at 30 June 2004; and (v) a discount of approximately 94.03% to the consolidated unaudited net asset value per Share of approximately HK$0.4474 as at 30 June 2004. There are no outstanding warrants, options or securities convertible into Shares at the date of this announcement. First Shanghai Capital is satisfied that the Offeror has sufficient financial resources to fulfill its obligations under the Offer. Total consideration As at the date of this announcement, there are 200,000,000 Shares in issue. On the basis of the Offer Price at HK$0.0267 per Share, the entire issued share capital of the Company is valued at HK$5,340,000 under the Offer. Immediately after the sale of the Sale Shares, the total number of Shares subject to the Offer are valued at HK$1,335,000 based on the Offer Price. Stamp duty Seller's ad valorem stamp duty arising in connection with acceptance of the Offer at a rate of HK$1.00 for every HK$1,000 (or part thereof) of the greater of (i) the value of the consideration payable in respect of the relevant acceptance by Shareholders; and (ii) the market value of the Shares will be deducted from the amount payable to such Shareholders who accept the Offer. The Offeror will initially pay both the sellers' share of the stamp duty on behalf of such Shareholders in respect of the relevant acceptance under the Stamp Duty Ordinance (Chapter 117 of the Laws of Hong Kong) and the purchaser's share and will be reimbursed with the seller's share by way of deduction from the consideration as referred to the above. Effect of accepting the Offer By accepting the Offer, Shareholders will sell their Shares and all rights attaching to them, including the right to receive all dividends and other distributions, if any, declared, made or paid on or after the date of this announcement. Acceptances of the Offer will not be permitted to be withdrawn except in circumstances set out under Rule 19.2 of the Takeovers Code and until the requirements of Rule 19 of the Takeovers Code have been met. MAINTAINING THE LISTING STATUS OF THE COMPANY The Stock Exchange has stated that if, at the close of the Offer, less than the minimum prescribed percentage applicable to the Company, being 25% of the issued Shares, are held by the public, or if the Exchange believes that: * a false market exists or may exist in the trading of the Shares; or * that there are insufficient Shares in public hands to maintain an orderly market. it will consider exercising its discretion to suspend dealings in the Shares.