11:39 RUILI HOLD<00491>&HANNY HOLDINGS<00275>-Joint Ann.&Resume-14 Book close period to determine the entitlements under the Rights Issue (both dates inclusive) Tuesday, 14 June to Thursday, 16 June SGM Thursday, 16 June Record Date Thursday, 16 June Effective date of the Capital Reorganisation Friday, 17 June Prospectus Documents to be posted Monday, 20 June First day of dealings in nil-paid Rights Shares Wednesday, 22 June Latest time for splitting nil-paid Rights Shares 4:00 p.m. on Friday, 24 June Last day of dealings in nil-paid Rights Shares Wednesday, 29 June Latest time for acceptance of the Rights Shares and payment 4:00 p.m. on Tuesday, 5 July Underwriting Agreement becomes unconditional 4:00 p.m. on Friday, 8 July Announcement of the results of the Rights Issue to be published Monday, 11 July Refund cheques for wholly and partially unsuccessful excess applications to be posted Monday, 11 July Share certificates for the Rights Shares to be posted on or before Monday, 11 July The above timetable is indicative only. The Company will make further announcement if there are changes to the timetable. Note: Dealings in the fully-paid Rights Shares will commence as soon as the relevant Shareholders receive the share certificates for the Rights Shares. THE CONVERTIBLE NOTES SUBSCRIPTION The Convertible Notes Subscription Agreement Date: 21 April 2005 Parties: Issuer: The Company Subscriber: Hanny Subject to the conditions of the Convertible Notes Subscription set out below, Hanny will subscribe for and the Company will allot and issue to Hanny the Convertible Notes in an aggregate principal amount of HK$170 million for a total cash consideration of HK$170 million. The net proceeds from the Convertible Notes Subscription is approximately HK$169.5 million. To the best knowledge of the Directors after making all reasonable enquiries, Hanny and its substantial shareholders and their respective associates are not connected persons of the Company. To the best knowledge of the directors of Hanny after making all reasonable enquiries, the Directors, the Company, its subsidiaries and their associates are not connected persons of Hanny. Conditions of the Convertible Notes Subscription The completion of the Convertible Notes Subscription is conditional upon, among others, the fulfilments of the following conditions: (i) the Listing Committee of the Stock Exchange having granted (either unconditionally or subject only to conditions to which the Company and Hanny do not reasonably object) listing of and permission to deal in the Conversion Shares; (ii) the Stock Exchange having approved (either unconditionally or subject only to conditions to which the Company and Hanny do not reasonably object) the issue of the Convertible Notes, or the Company not having received any objection from the Stock Exchange to the issue of the Convertible Notes;