10:10 ESUN HOLDINGS<00571>LAI SUN DEV<00488>-Joint Ann & Resumed-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. eSun Holdings Limited Lai Sun Development Company Limited (Incorporated in Bermuda with limited liability) (Incorporated in Hong Kong with limited liability) (Stock Code: 571) (Stock Code: 488) Issue Of New Shares Of eSun Holdings Limited And Suspension And Resumption Of Trading Of Shares Of eSun Holdings Limited And Lai Sun Development Company Limited The Company and the Subscriber entered into the Subscription Agreement on 28th April 2005 pursuant to which the Company has conditionally agreed to issue and allot to the Subscriber and the Subscriber has conditionally agreed to subscribe for 74,000,000 New Shares at the Subscription Price of HK$2.10. The New Shares represent approximately 11.03% of the existing issued share capital of the Company and approximately 9.93% of the issued enlarged share capital after the issue of the New Shares under the General Mandate. The total fund raised from the issue of New Shares will be HK$155,400,000 and the net proceeds from the issue of New Shares in the approximate amount of HK$154,400,000 will be used to fund its general working capital. To the best of the knowledge, information and belief of the respective directors of the Company and LSD having made all reasonable enquiry, the Subscriber and the beneficial owner of the Subscriber are third parties independent of the Company and LSD and the connected persons of the Company and LSD. Completion of Subscription is conditional, among others, upon the Stock Exchange granting listing of, and permission to deal, in the New Shares. Lai Sun Development Company Limited is a substantial shareholder of the Company which in turns holds substantial shareholding interests in LSD. As at the date hereof, the shareholding interest of LSD in the Company is 42.54% in the total issued share capital of the Company. The shareholding interests of the Company in LSD is 40.8% in LSD's total issued share capital. The Board of LSD considers the issue of New Shares by the Company is a price-sensitive information and therefore makes this announcement pursuant to Rule 13.09(1) of the Listing Rules. At the respective request of the Company and LSD, trading of the shares of the Company and trading of the shares of LSD were suspended from 9:30 a.m. on 29th April 2005, pending publication of this announcement. An application has been made to the Stock Exchange for resumption of trading of the shares of the Company and the shares of LSD from 9:30 a.m. on 3rd May, 2005. Issue Of New Shares Under The Subscription Agreement Dated 28th April 2005 Major terms of the Subscription Agreement are set out as follows: Parties (1) the Company (2) the Subscriber Subscriber Asset Managers (China) Fund Co., Ltd, is a company incorporated in the Cayman Islands with limited liabilities. The Subscriber and its ultimate beneficial owners are independent of and not a connected person of the Company and LSD. The Subscriber was introduced to the Company through the business connections of a Director, Mr Lam Kin Ngok, Peter. New Shares The 74,000,000 new Shares, representing approximately 11.03% of the existing to be issued issued share capital of the Company and approximately 9.93% of the enlarged issued share capital of the Company after the issue of the New Shares Subscription HK$2.10 per New Share which represents a discount of approximately 4.55% Price to the closing price of HK$2.20 per Share quoted on the Stock Exchange on 28th April 2005, being the date of the Subscription Agreement being fixed and the last trading day prior to the release of this announcement and represents a discount of approximately 3.45% to the average closing price of HK$2.175 per Share as quoted on the Stock