09:37 NEW WORLD CYBER<00276>-Announcement&Resumption of Trading(2) HK$0.29 per Share as quoted on the Stock Exchange from 7 April 2005 to 20 April 2005, both days inclusive, being the last ten trading days of the Shares immediately before the date of the Placing Agreement; and (iv) a discount of approximately 68.8% to the unaudited net assets per Shares of approximately HK$0.77 as at 30 September 2004 based on the issued share capital of the Company as at 30 September 2004. Placing commission : 2.5% of the aggregate Placing Price of the Placing Shares successfully placed by the Placing Agent. Termination of the Placing Agreement : The Placing Agreement contains force majeure provisions entitling the Placing Agent to terminate its obligations thereunder on the occurrence of certain events, which include any adverse change in the market conditions which in the reasonable opinion of the Placing Agent materially and prejudicially affects the Placing, prior to the completion date of the Placing Agreement. If the Placing Agent exercises such rights to terminate the Placing Agreement, the Placing will not proceed. Shareholders and investors are advised to exercise caution when dealing in the Shares. Conditions : The Placing is conditional upon (i) the listing of, and permission to deal in, the Placing Shares being granted by the Listing Committee of the Stock Exchange; (ii) if required, the Bermuda Monetary Authority granting permission to allot and issue the Placing Shares and the subsequent free transferability of such Shares; (iii) the compliance of any other requirements under the Listing Rules and the Takeovers Code or otherwise as may be required by the Stock Exchange and the SFC in relation to the Placing; and (iv) the obtaining of all consents, approvals or waivers from any relevant persons which are necessary or desirable in connection with the Placing (and, where such consents, approvals or waivers are given subject to conditions, such conditions to be on such terms as may be reasonably acceptable to the Placing Agent and the Company). If the conditions are not fulfilled on or prior to 31 May 2005 or such later date as may be agreed in writing between the Company and the Placing Agent, the Placing Agreement shall terminate and no party shall have any claim against the other in respect of any matters arising out of or in connection with the Placing Agreement save for any antecedent breach of the Placing Agreement. Expected completion date : The date falling three (3) business days following the date of fulfilment of all the conditions set out above or such later date as the Company and the Placing Agent may agree in writing. Ranking : The Placing Shares, when fully paid, will rank pari passu in all respects with the Shares in issue at the time of issue and allotment of the Placing Shares. REASONS FOR THE PLACING AND USE OF PROCEEDS The Company is an information technology service company that provides (i) outsourcing services including software development and call center services to the business market; and (ii) wireless value-added services to the mobile internet market, in the People's Republic of China. The estimated expenses for the Placing are approximately HK$0.6 million. The net proceeds arising from the Placing in the amount of approximately HK$13.3 million, are intended to be used as general working capital and for future business development of the Group. Notwithstanding the fact the Placing is conducted within a short period of time after completion of the Rights Issue on 9 March 2005, the Directors consider that the recent market sentiment provides a good opportunity for the Company to raise funds while broadening the shareholder base of the Company. The Directors have not considered the Placing at the time of the Rights Issue. As disclosed in the announcement of the Company dated 11 April 2005, the Company has been in negotiation with an independent third party in relation to the possible acquisition of certain assets in the People's Republic of China. The subject assets are related to certain natural resources businesses. As at the date of this announcement, the negotiation is still undergoing and no formal agreement has been reached. As such, the Company is unable to conclude at this stage the size of the transaction or whether the transaction will be finalized. However, this possible acquisition, if materializes, may constitute a notifiable transaction for the Company. A further announcement will be issued by the Company immediately after an agreement has been signed by the Company in accordance with or as required under the Listing Rules. Save for the aforesaid, the Directors confirm that there are no other negotiation or agreements relating to the intended acquisitions or realisations which are discloseable under Rule 13.23 of the Listing Rules.