09:31 FIRST DRAGONCOM<00875> - Announcement & Resumption (4) Transferability The Bond may be assigned or transferred to any third party in wholly or in part of its principal amount outstanding and the Company shall facilitate any such assignment or transfer of the Bond. The Bond may be assigned or transferred to any subsidiary or holding company of the Bondholder or any subsidiary of any holding company of the Bondholder, to a connected person (as defined in the Listing Rules) of the Company with the prior approval of the Stock Exchange, or to any third party. Application for listings The Company will apply to the Listing Committee of the Stock Exchange for the listing of, and permission to deal in, the Shares which may fall to be issued upon conversion of the Bond. No listing of the Bond will be sought on the Stock Exchange or any other stock exchanges. INFORMATION ON THE COMPANY AND TOP STRATEGY The Company is an investment holding company. The Group is principally engaged in the business of nurturing, selling and trading of tree seedlings and seeds and manufacturing and sale of shrimp feeds. Top Strategy is an investment holding company. REASONS FOR THE TRANSACTION The Directors have considered other methods of fundraising such as bank loans or placing of new Shares. The Directors consider that the Issue is an appropriate means of raising additional capital of the Company since it will provide the Company with immediate funding; and if the conversion rights attached to the Bond are exercised, the shareholder base of the Company will be enlarged. Henceforth, the Board considers that the terms of the Subscription Agreement and the Bond are fair and reasonable and the Issue is in the best interest of the Company and the Shareholders as a whole. EQUITY FUND RAISING ACTIVITIES OF THE COMPANY IN THE PAST TWELVE-MONTH PERIOD Date of announcement Event Counterparty Discount/premium to the market price Net proceeds (approximate) Intended use of proceeds (approximate) Actual use of proceeds as at the date of this announcement (approximate) 3 February 2005 Placing of 400,000,000 new Shares at HK$0.035 per Share Concord Capital Securities Ltd. acted as placing agent, who has procured 6 placees to subscribe for the 400,000,000 new Shares a discount of around 18.6% to the closing price of HK$0.043 per Share as quoted on the Stock Exchange on 2 February 2005 and a discount of around 18.6% to the average closing price of HK$0.043 per Share for the last 10 trading days up to and including 2 February 2005 HK$13.5 million As general working capital of the Group HK$8,000,000 has been used for settlement of the Group's account payables and the remaining HK$5,500,000 has been used to repay bank loan Save as aforesaid, the Company has not conducted any equity fund raising activities in the past twelve-month period immediately before the date of this announcement. PUBLIC FLOAT According to the terms of the instrument constituting the Bond, the rights of conversion shall only be exercisable so long as there is a public float of at least 25% of the issued share capital of the Company as enlarged by the new Shares to be issued upon conversion of the Bond.