10:11 ESUN HOLDINGS<00571>LAI SUN DEV<00488>-Joint Ann & Resumed-2 Exchange for the last five trading days up to the date of this announcement. The Subscription Price was determined after arms' length negotiation between the parties to the Subscription Agreement. Ranking of the The New Shares, when issued and fully paid, will rank pari passu in all respects New Shares with the existing shares of the Company. Conditions Completion is subject to: (i) the listing committee of the Stock Exchange granting or agreeing to grant listing of and permission to deal in the New Shares; (ii) the listing of the issued Shares on the Stock Exchange not being revoked or withdrawn, or suspended for more than five (5) consecutive business days (excluding any suspension pending the clearance or issue of the Press Announcement, announcement or circular of the Company in relation to the transaction contemplated under the Subscription Agreement and arising out of the normal or usual course of business of the Company, or the Group or LSD); (iii) the Stock Exchange and the Securities and Futures Commission not requiring that the listing of the issued Shares will be suspended or withdrawn following Completion or that they would object to the continued listing of the Shares then in issue; and (iv) (if required) the Monetary Authority of Bermuda granting or agreeing to grant permission to the Company to issue the New Shares and approving the free transferability of such New Shares. Completion Completion of the Subscription is expected to take place on the third Business Day after the date upon satisfaction of the Conditions and in any event not later the 28th day from the date of the Subscription Agreement (or such later date as may be agreed by the parties to the Subscription Agreement). Lock-Up Pursuant to the Subscription Agreement, the Subscriber has undertaken that from the date of Completion and on or prior to the date falling on the expiry of the third month after the date of Completion, it will not and will procure that none of its nominees or companies controlled by it and trusts associated with it (whether individually or together and whether directly or indirectly) will, without the prior written consent of the Company, sell or otherwise dispose of any New Shares or any interests therein, enter into any swap or similar agreement that transfers (in whole or in part) the economic risk of ownership of the Shares, or announce any intention to enter into the said transactions. Independence Of The Subscriber The Subscriber is ultimately beneficially owned as to 50% by the Asset Investors Co., Ltd., a company listed on the Osaka Securities Exchange Co., Ltd. and the remaining 50% is owned by Asset Managers (China) Company Limited, whose beneficial owners are Mr YIP Chi Chiu and Asset Managers Co., Ltd. (which is listed on "Hercules" of Osaka Securities Exchange Co., Ltd.). 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. Reasons For The Issue Of New Shares And The Use Of Proceeds The Directors have been evaluating various business development plans for the Company. In view of the stability in recent share price of the Company, and market interest in the investment portfolio of the Company, the Directors consider that the issue of New Shares to the Subscriber represents an opportunity to raise capital for the Company and to introduce a strategic shareholder whilst strengthening the capital base. The Directors estimate that the total fund raised from the issue of New Shares will be HK$155,400,000 and the net proceeds of the issue of New Shares will amount to approximately HK$154,400,000 which will be used to fund its general working capital requirement. General Mandate To Issue The New Shares The New Shares will be issued pursuant to the general mandate to issue, allot and deal with additional shares not exceeding 20% of the issued share capital of the Company granted to the Directors of the Company by resolution of its shareholders passed at the Company's annual general meeting held on 25th May 2004. The number of shares in the unused part of the general mandate is 134,236,985 and is sufficient for the issue of the 74,000,000 New Shares under the said general mandate. Application For Listing