09:50     REXCAPITAL<00155> - Announcement & Resumption of Trading(3)         

    Agent, a total of 550,000,000 New Shares, representing (i) approximately  
     19.98% of the issued share capital of the Company as at the date of      
    this announcement; and (ii) approximately 16.65% of the issued share      
    capital of the Company as enlarged by the allotment and issue of the New  
     Shares from the full exercise of the subscription rights attaching to    
    the Warrants, will fall to be allotted and issued upon full exercise of   
    the subscription rights attaching to the Warrants. The Company does not   
    have any other securities with subscription rights other than the share   
    options granted under the share option scheme adopted by the Company.     
                                                                              
    Conditions of the Warrant Placing                                         
                                                                              
    Completion shall be subject to and conditional upon:                      
                                                                              
    (i)   the Listing Committee of the Stock Exchange granting the listing    
    of, and the permission deal in, the Warrants and the New Shares;          
                                                                              
    (ii)   trading in the Shares on the Stock Exchange not being suspended    
    for any single period of more than 5 Trading Days prior to Completion     
    (other than suspension for the purpose of clearing by the Stock Exchange  
     and/or the Securities and Futures Commission of any announcement or the  
     prospectus relating to the Warrant Placing);                             
                                                                              
    (iii)   the delivery to and registration by the Registrar of Companies    
    in Hong Kong of a copy of each of the prospectus in respect of the        
    Warrant Placing in accordance with Section 342C of the Companies          
    Ordinance, Cap. 32 of the Laws of Hong Kong;                              
                                                                              
    (iv)   the Shareholders passing at the SGM the resolutions approving the  
     issue of the Warrants and the issue of the New Shares upon exercise of   
    the subscription rights attached to the Warrants;                         
                                                                              
    (v)   the delivery to and filing with the Registrar of Companies in       
    Bermuda of a copy of each of the prospectus in respect of Warrant         
    Placing in accordance with applicable Bermuda law; and                    
                                                                              
    (vi)   if necessary, the Bermuda Monetary Authority granting its          
    permission to the issue of the Warrants and the New Shares falling to be  
     issued upon exercise of the subscription rights attaching to the         
    Warrants.                                                                 
                                                                              
    If the above conditions are not fulfilled on or before 30 June 2005 (or   
    such later date as may be agreed between the Company and the Placing      
    Agent), the Warrant Placing Agreement will terminate and cease to have    
    any effect and none of the parties shall have any claim against the       
    other save for any antecedent breaches of the provisions thereof.         
                                                                              
    Voting rights for the holders of the Warrants                             
                                                                              
    The holders of the Warrants will not have any right to attend or vote at  
     any meeting of the Company by virtue of their being the holders of the   
    Warrants. The holders of the Warrants shall not have the right to         
    participate in any distributions and/or offers of further securities      
    made by the Company.                                                      
                                                                              
    Mandate to issue the New Shares                                           
                                                                              
    The New Shares will be allotted and issued under the Specific Mandate to  
     be sought at the SGM.                                                    
                                                                              
    Application for listing                                                   
                                                                              
    The Company will apply to the Listing Committee of the Stock Exchange     
    for the listing of, and permission to deal in, the Warrants and the New   
    Shares which may fall to be allotted and issued upon exercise of the      
    subscription rights attached to the Warrants.                             
                                                                              
    TERMINATION                                                               
                                                                              
    It should be noted that the Warrant Placing Agreement contains            
    provisions granting the Placing Agent the right to terminate its          
    obligations on the occurrence of certain events including force majeure,  
     or a material breach by the Company of its obligations, warranties or    
    undertakings contained in the Warrant Placing Agreement, or any event     
    which would have rendered the warranties in the Warrant Placing           
    Agreement untrue or inaccurate in any respect, in each case prior to      
    9:00 a.m. on the date of Completion, which is currently expected to be    
    on or about 31 May 2005. For this purpose, force majeure includes:        
                                                                              
    (a)   the introduction of any new regulation or any change in existing    
    law or regulation (or the judicial interpretation thereof) or other       
    occurrence of any nature whatsoever which may in the opinion of the       
    Placing Agent materially and adversely affect the business or the         
    financial condition or prospects of the Group as a whole; or