09:50 REXCAPITAL<00155> - 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. This announcement appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for the securities. REXCAPITAL International Holdings Limited (incorporated in Bermuda with limited liability) (Stock Code: 155) PRIVATE PLACING OF LISTED WARRANTS Placing Agent FIRST SHANGHAI SECURITIES LIMITED PLACING OF WARRANTS The Directors are pleased to announce that on 19 April 2005, the Warrant Placing Agreement was entered into between the Company and the Placing Agent in relation to a private placing of up to 550,000,000 Warrants at an issue price of HK$0.046 per Warrant on a best effort basis. The Warrants entitle the Placees to subscribe for the New Shares at an initial exercise price of HK$0.116 per New Share (subject to adjustment) for a period of two years commencing from the date on which dealings in the Warrants on the Stock Exchange commence. Each Warrant carries the right to subscribe for one New Share. Completion is subject to the fulfillment of the conditions stated in the section headed "Conditions of the Warrant Placing" below. It is intended that the net proceeds from the Warrant Placing of approximately HK$23.6 million will be applied as general working capital of the Group. The New Shares will be issued under the Specific Mandate to be sought at the SGM. The Company will apply to the Listing Committee of the Stock Exchange for the listing of, and permission to deal in, the Warrants and any New Shares which may fall to be allotted and issued upon exercise of the subscription rights attached to the Warrants. RESUMPTION OF TRADING At the request of the Company, trading in the Shares was suspended with effect from 9:30 a.m. on 19 April 2005 pending the issue of this announcement. Application has been made by the Company to the Stock Exchange for the resumption of trading in the Shares with effect from 9:30 a.m. on 22 April 2005. INTRODUCTION The Directors are pleased to announce that on 19 April 2005, the Warrant Placing Agreement was entered into between the Company and the Placing Agent in relation to a private placing of up to 550,000,000 Warrants at an issue price of HK$0.046 per Warrant on a best effort basis, details of which are set out below: WARRANT PLACING AGREEMENT Date: 19 April 2005 Parties: (i) Issuer: the Company (ii) Placing Agent: First Shanghai Securities Limited The Placing Agent and its ultimate beneficial owners are independent of, and not connected with, the directors, chief executive and substantial shareholders of the Company or its subsidiaries or any of their respective associates. The Placing Agent will receive a commission equal to 3% of the aggregate principal amount of the Warrants to be placed by it. Placees The Warrant Placing will be conducted in compliance with the