09:37 NEW WORLD CYBER<00276>-Announcement&Resumption of Trading(1) The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this announcement, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement. NEW WORLD CYBERBASE LIMITED (Incorporated in Bermuda with limited liability) (Stock Code: 276) PLACING OF NEW SHARES UNDER GENERAL MANDATE AND RESUMPTION OF TRADING On 20 April 2005, the Company entered into the Placing Agreement with the Placing Agent pursuant to which an aggregate of 58,000,000 new Shares will be placed by the Placing Agent on behalf of the Company on a best-efforts basis at the price of HK$0.24 per Placing Share to not less than six (6) independent investors. 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). Trading in the Shares was suspended from 9:30 a.m. on 21 April 2005 at the request of the Company pending the issue of this announcement and application has been made to the Stock Exchange for the resumption of trading in the Shares with effect from 9:30 a.m. on 22 April 2005. PLACING AGREEMENT DATED 20 APRIL 2005 Placing Agent : Tai Fook Securities Company Limited. Mr. Lo Lin Shing, Simon, the chairman of the Company and an executive Director, is also the deputy chairman and beneficially interested in approximately 13% of the issued share capital of Tai Fook Securities Group Limited, the holding company of the Placing Agent and the shares of which are listed on the Main Board of the Stock Exchange. Save for the aforesaid, the Placing Agent is an independent third party not connected with the Company and its connected persons (as defined under the Listing Rules), and is not a connected person of the Company. Placees : Not less than six (6) institutional, professional and/or individual investors who, together with their ultimate beneficial owner(s) (if any), will be independent of, and not connected with the Company and its connected persons (as defined in the Listing Rules) and are not connected persons of the Company. The Directors expect that no new substantial shareholder will be introduced to the Company as a result of the Placing. Number of Placing Shares : 58,000,000 new Shares, representing approximately 13.3% of the existing issued share capital of the Company and approximately 11.7% of the issued share capital of the Company as enlarged by the Placing. The Placing will be on a best-efforts basis. The Placing Shares will be issued under the general mandate granted to the Directors pursuant to the resolution passed by the Shareholders at the annual general meeting of the Company held on 23 August 2004. As at the date of this announcement, the existing general mandate has not been utilized. Placing Price : HK$0.24 per Placing Share. Taking into account the relevant expenses, the net price to the Company of each Placing Share is approximately HK$0.23 per Placing Share. The Placing Price was agreed after arm's length negotiation and represents (i) a discount of approximately 15.8% to the closing price of HK$0.285 per Share as quoted on the Stock Exchange on 20 April 2005, being the last trading day of the Shares immediately prior to the issue of this announcement; (ii) a discount of approximately 15.5% to the average closing price of approximately HK$0.284 per Share as quoted on the Stock Exchange from 14 April 2005 to 20 April 2005, both days inclusive, being the last five trading days of the Shares immediately before the date of the Placing Agreement; (iii) a discount of approximately 17.2% to the average closing price of approximately