09:42 BESTWAY INT'L<00718>-Announcement&Resumption of Trading(4) representing a discount of approximately 9.09% to the average closing price of HK$0.044 per Share as quoted on the Stock Exchange for the five trading days up to and including the Last Trading Date. MANDATE TO ISSUE NEW SHARES The new shares will be issued under the general mandate granted to the directors of the Company at the last annual general meeting held by the Company on 26 August 2004. Such general mandate has not been utilized since the date of the grant. RANKING The new Shares, when fully paid, will rank equally with the existing issued Shares. CONDITION OF THE SUBSCRIPTION The completion of the Subscription is conditional upon by not later than 6 May 2005: 1. the Listing Committee of the Stock Exchange granting or agreeing to grant listing of, and permission to deal in all of Subscription Shares and 2. the completion of the Placing having occurred pursuant to the terms of the Placing and Subscription Agreement. COMPLETION OF SUBSCRIPTION Completion will take place within 2 business days following the date upon which the condition to be satisfied as mentioned above shall have been so satisfied or such other time as the relevant Subscriber and the Company may agree in writing. SHAREHOLDING STRUCTURE Set out below is the shareholding structure of the Company before and after Completion: Percentage of Percentage shareholdings and of shareholdings Percentage of number of Shares as at and number of Shares shareholdings the date of completion immediately after and number of of the Placing but completion of the placing Shareholders Shares as at present before subscription and subscription Wealthguard Investment Limited 19.00% 2.80% 16.35% (Note 1) (800,000,000 Shares) (118,000,000 Shares) (800,000,000 Shares) Yang Ting (Note 1) 0.19% 0.19% 0. 16% (8,000,000 Shares) (8,000,000 Shares) (8,000,000 Shares) Tang Kuan Chien (Note 2) 18.80% 18.80% 16.18% (791,733,092 Shares) (791,733,092 Shares) (791,733,092 Shares) Placees 16.20% 13.94% (682,000,000 Shares) (682,000,000 Shares) Public 62.01% 62.01% 53.37% (2,611,466,908 Shares) (2,611,466,908 Shares) (2,611,466,908 Shares) Total 100% 100% 100% (4,211,200,000 Shares) (4,211,200,000 Shares) (4,893,200,000 Shares) The Directors notice that the market price of the Shares is approaching the extremity of HK$0.01 as set out in the Listing Rules. The Directors are also aware that a listed issuer is required to either change the trading method or to proceed with a consolidation of its shares in such event. The Directors will consider conducting a consolidation exercise if the price of the Shares continues to trade near such extremity and further announcement will be made by the Company in this regard as and when necessary. The Directors also noted that listing approval may not be granted in the future if the consolidation exercise has not been done before applying any fund raising activities. Application will be made to the Stock Exchange for the granting of the listing of, and permission to deal in, the Subscription Shares. PLACING PRICE The placing price is HK$0.040 per Share representing a discount of approximately 13.04% to the closing price of HK$0.046 per Share as quoted on the Stock Exchange on the Last Trading Date and representing a discount of approximately 9.09% to the average closing price of HK$0.044 per Share as quoted on the Stock Exchange for the five trading days up to and including the Last Trading Date. Taking into account the relevant expenses, the net price to the Company of each Placing Share is approximately HK$ 0.039. The placing price and the discount were determined on an arm's length basis. The directors of the Company are of the opinion that the placing price is fair and reasonable and is in the best interest of Company. CONDITION OF THE PLACING The Placing is unconditional. The Placing agent and underwriter has agreed to procure not less than six Placees for, or failing which itself to purchase for the shares. RIGHTS OF THE PLACING SHARES The Placing Shares are fully paid up and rank pari passu in all respects with the other issued Shares including the right to any dividends or distributions. WB SUBSCRIPTION AGREEMENT WB Subscription Agreement was made between Wealthguard and the Company on 22 April 2005 pursuant to which Wealthguard conditionally agreed to subscribe and the Company conditionally agreed to allot and issue 682,000,000 new Shares at the price of HK$0.040 per Share. Parties (1) Wealthguard Investment Limited (2) Bestway International Holdings Limited SUBSCRIPTION SHARES: 682,000,000 Shares of HK$0.01 each in the Company ("Shares") representing 16.2% of the existing issued share capital of 4,211,200,000 Shares of the Company and approximately 13.9% of the issued share capital of the Company as enlarged by the issue of the Subscription Shares. SUBSCRIPTION PRICE The Subscription price is HK$0.040 per Share representing a discount of approximately 13.04% to the closing price of HK$0.046 per Share as quoted on the Stock Exchange on the Last Trading Date and