10:14 FIRST NATURAL<01076> - Announcement (4) The Subscription Price is subject to adjustment as provided in the Offering Circular. Pursuant to the terms of the Offering Circular, the lowest possible Subscription Price will be equal to the par value of the Shares. The current par value of the Shares is HK$0.05. In the event that the subscription rights attaching to the Additional Warrants are exercised in full at a Subscription Price of HK$0.05, the Company would be required to issue 432,000,000 Shares, which would represent approximately 47.03% of the Company's total existing issued share capital or approximately 31.99% of the Company's issued share capital as enlarged by the issue of the Subscription Shares following the exercise in full of the subscription rights attaching to the Additional Warrants. Under the Listing Rules if the number of Additional Warrants to be issued will exceed 20% of the issued share capital of the Company, the Company will not be entitled to issue the Additional Warrants, in which case the Bondholders are, in accordance with the terms of the Subscription Agreement, entitled to redeem the Bonds on demand. General Mandate No Shares have been allotted or issued under the General Mandate. The Company is of the view that the General Mandate will be sufficient for issuing the Subscription Shares. Therefore, the Subscription Shares would be issued pursuant to the General Mandate if the Additional Warrants are issued and the subscription rights attached thereto are exercised in full. If, however, the number of Subscription Shares to be issued exceeds the number of Shares issuable under the General Mandate, shareholder approval will need to be sought for the issue of the excess Subscription Shares. Failure to Issue Additional Warrants Under the Subscription Agreement, if the Company fails for any reason to obtain any relevant approvals that are necessary for issuing the Additional Warrants, then the Bondholders can, within 60 days, by written notice addressed to the Company redeem all the Bonds, in which case the Company will be required to pay the principal amount together with any amount due in respect of the outstanding Bonds. Use of Proceeds If the subscription rights attaching to the Additional Warrants are exercised in full and the Warrantholders subscribe in cash for the Subscription Shares which fall to be issued upon the exercise of the subscription rights attaching to the Additional Warrants, it is estimated that the Company will receive net proceeds of approximately HK$21,060,000, after deducting issue costs. The Company intends to use such net proceeds as general working capital for the Company. Application for Listing Application will be made to the Stock Exchange for the listing of, and permission to deal in the Subscription Shares which fall to be issued upon the exercise of the subscription rights attaching to the Additional Warrants. Dilution Effect on Shareholders If the Additional Warrants are issued and the subscription rights attaching thereto are exercised, the shareholding of the then existing Shareholders will be diluted. After the issue of the Additional Warrants, the Company will keep the Shareholders informed of the level of dilution and all relevant details of any conversion and/or exercise of the relevant subscription rights attaching to the Additional Warrants in the following manner: (a) The Company will make a monthly announcement (the ``Monthly Announcement'') on the website of the Stock Exchange. Such announcement will be made on or before the fifth business day following the end of each calendar month and will include the following details in a table form: (i) whether the subscription rights attaching to the Additional Warrants are exercised during the relevant month and details of the exercise, if any, including the date of exercise, number of Subscription Shares issued and the relevant Subscription Price. If no subscription rights attaching to the Additional Warrant are exercised, a negative statement to that effect will be made; (ii) the number of outstanding Additional Warrants after the exercise, if any; (iii) the total issued share capital of the Company as at the commencement and the last day of the relevant month; and