09:31 FIRST DRAGONCOM<00875> - Announcement & Resumption (5) USE OF PROCEEDS The net proceeds receivable by the Company under the Issue are estimated to be approximately HK$19,500,000. The business of the Group is agricultural in nature and it is presently intended that such net proceeds will be applied for diversifying the business of the Group. However, the Company has not yet formulated any concrete plan or identified any project for acquisition. GENERAL A SGM will be held for the purposes of approving the Agreement, the Instrument, the allotment and issue of any Shares in the capital of the Company which may fall to be allotted and issued upon the exercise of conversion rights attached to the Instrument and the transaction(s) contemplated therein in accordance with Rule 13.36(1)(a) of the Listing Rules. A circular containing, amongst other things, details of the Issue and a notice to convene the SGM, will be dispatched to the Shareholders as soon as practicable. At the request of the Company, trading in the Shares has been suspended from 9:30 a.m. on 12 April 2005 pending the release of this announcement. Application has been made by the Company to the Stock Exchange for resumption of trading with effect from 9:30 a.m. on 20 April 2005. Shareholders and potential investors are advised to exercise caution when dealing in the Shares. DEFINITIONS ``Agreement'' a conditional agreement dated 11 April 2005 between the Company and Top Strategy in relation to, amongst other things, the subscription and issue of the Bond ``Board'' the board of directors of the Company ``Bond'' the interest bearing convertible bond due 2006 in the principal amount of HK$20,000,000, each in the denomination of HK$100,000, to be issued pursuant to the Agreement and to be created by the Instrument. If at any time the outstanding amount is less than HK$100,000, the Bond shall be issued in respect of such remaining outstanding amount ``Bondholder(s)'' holders of the Bond ``Business Day'' the day at which the banks in Hong Kong are opened (except Saturday) ``Company'' First Dragoncom Agro-Strategy Holdings Limited, the shares of which are listed on the Stock Exchange ``Completion'' completion of the Issue on the terms of the Agreement ``Completion Date'' the third Business Day after the fulfillment of all the conditions of the Agreement ``Conversion Shares'' Shares which will fall to be allotted and issued upon full conversion of the Bond at the conversion price ``Dragon Delta'' Dragon Delta Limited, a company incorporated in the British Virgin Islands, the entire issued share capital of which is owned by Dr. Hon Fong Ming Perry through Dragoncom Group and Dragoncom (Hong Kong) ``Group'' the Company and its subsidiaries ``HK World'' Hong Kong World Chinese Group Limited, a company incorporated in Hong Kong and is owned as to 95% and 5% by Mr. Zhang Xiaoxiong and Mr. Wang Wenbin respectively ``HK$'' Hong Kong dollars, the lawful currency for the time being of Hong Kong ``Hong Kong'' the Hong Kong Special Administrative Region of the PRC