10:40 CHEUNG TAI HONG<00199> - Announcement & Resumption (3) independent Shareholders regarding the Subscription and the Placing. An independent financial adviser will be appointed to advise the Independent Board Committee and the independent Shareholders regarding the Subscription and Placing. A circular containing, among other things, (i) details of the Subscription Agreements and the Placing Agreement; (ii) the recommendations of the Independent Board Committee in relation to the Subscription and Placing; (iii) the advice of the independent financial adviser to the Independent Board Committee and the independent Shareholders in relation to the Subscription and Placing; and (iv) a notice convening the SGM, will be dispatched to the Shareholders as soon as practicable. The Board is also pleased to announce that Mr. Cheung Hon Kit has been appointed as the chairman and executive Director and Mr. Chan Fut Yan as the managing Director and executive Director with effect from 20 April 2005. On the same date, Mr. Lo Lin Shing, Simon resigned as the chairman and executive Director but remained as a non-executive Director. Upon completion of the subscription by Kopola, Mr. Ho will cease to be an independent non-executive Director but will remain as a non-executive Director. Trading in the Shares on the Stock Exchange has been suspended with effect from 10:00 a.m. on 29 March 2005 at the request of the Company pending the release of this announcement. An application has been made to the Stock Exchange for the resumption of trading in the Shares on the Stock Exchange with effect from 9:30 a.m. on 21 April 2005. The Board wishes to announce that the Company has entered into nine Subscription Agreements with each of the Subscribers and the Placing Agreement with the Placing Agent respectively. Each of the Subscription Agreements and the Placing Agreement are not inter-conditional on each other. SUBSCRIPTION AGREEMENTS Dates of the Subscription Agreements Seven of the Subscription Agreements with each of the Fund Subscribers were entered into on 8 April 2005 and the remaining two of the Subscription Agreements were entered into on 20 April 2005. Parties to the Subscription Agreements (i) The Company as the issuer; and (ii) Seven Fund Subscribers, Loyal Concept and Kopola as the Subscribers to subscribe by cash for the Subscription Convertible Notes with principal amounts of HK$356 million, HK$450 million, and HK$150 million respectively. Subscribers Each of the Fund Subscribers and their respective investment managers is independent of, not connected and not acting in concert with the Company and its connected persons (as defined under the Listing Rules), and are not connected persons of the Company. Four of the Fund Subscribers (with total subscription amount of HK$195 million) are related to each other to the extent that they have been established and are managed by a common investment manager which is licensed by the SFC. Loyal Concept is an investment holding company and