09:38     WAI YUEN TONG<00897> - Announcement (5)                             

    such loss. At present, the Board has no intention to declare              
    any dividend to the Shareholders. The Board also considers that           
    a company with the ability to declare dividends to Shareholders           
    will be in a better position in capital fund-raising exercises            
    as aforesaid. In view of the above, the Directors consider that           
    the Capital Reorganisation is in the interest of the Company              
    and the Shareholders.                                                     
                                                                              
    CERTIFICATES FOR NEW SHARES                                               
                                                                              
    Arrangements will be made so that subject to the Capital                  
    Reorganisation has become effective, Shareholders may submit              
    their existing certificates for Existing Shares in exchange for           
    certificates for New Shares free of charge during a certain               
    period after the effective date of the Capital Reorganisation.            
    After the expiry of such period, certificates for Existing Shares         
    will be accepted for exchange only on payment of a fee. Existing          
    certificates for Existing Shares will then cease to be marketable         
    and will not be acceptable for dealing purpose. However, such             
    share certificates will continue to be good evidence of legal             
    title to the New Shares. Details of such exchange arrangements            
    will be set out in a circular to be dispatched to Shareholders.           
                                                                              
    ADJUSTMENT TO SHARE OPTIONS AND 2005 CONVERTIBLE NOTES                    
                                                                              
    As at the date of this announcement, there are no outstanding             
    Share Options. If any Share Option is granted before the                  
    effective date of the Capital Reorganisation and which may become         
    or remain exercisable on the effective date of the Capital                
    Reorganisation, the exercise price of the Share Options and/or            
    the number of shares subject to the Share Options will be adjusted        
    in accordance with the rules of the Share Option Scheme. The              
    Company will request the auditors of the Company to provide a             
    certificate as to the adjustment (if any) required to be made             
    to such share options in accordance with the rules of the Share           
    Option Scheme once the Capital Reorganisation becomes effective.          
    Any adjustment shall be made on the basis that the proportion             
    of the issued share capital of the Company to which a grantee             
    of Share Options is entitled shall remain the same before and             
    after such adjustment.                                                    
                                                                              
    The conversion price per Share pursuant to the 2005 Convertible           
    Notes may be adjusted in accordance with the terms of the                 
    convertible note instrument. The Company will request the                 
    auditors of the Company to provide a certificate as to the                
    adjustment (if any) required to be made on the effective date             
    of the Capital Reorganisation.                                            
                                                                              
    GENERAL                                                                   
                                                                              
    Application will be made to the Stock Exchange for the listing            
    of, and permission to deal in, the New Shares and (if required)           
    any Shares which may fall to be issued upon exercise of the Share         
    Options (if any) and the conversion rights under the 2005                 
    Convertible Notes.                                                        
                                                                              
    A circular containing further information on the Capital                  
    Reorganisation, including the expected timetable for the Capital          
    Reorganisation, parallel trading arrangements, arrangements               
    for odd lot facilities and free exchange of share certificates,           
    and the notice of SGM will be dispatched to the Shareholders              
    as soon as practicable.                                                   
                                                                              
    As at the date of this announcement, the Board comprises two              
    executive directors, namely Mr. Tang Ching Ho and Mr. Chan Chun           
    Hong, Thomas, a non-executive director, namely Mr. Leung Wai              
    Ho, and three independent non-executive Directors, namely Mr.             
    Siu Man Ho, Simon, Mr. Yuen Chi Choi and Mr. Cho Wing Mou.