11:43 RUILI HOLD<00491>&HANNY HOLDINGS<00275>-Joint Ann.&Resume-19 dated 15 February 2005 and (iii) approximately HK$27 million has been spent by the Company for operating costs of the Group Save as the aforesaid, the Company has not conducted any other equity fund raising activities in the past twelve-month period immediately prior to the date of this announcement. Shareholding structure Set out below is a table showing the shareholding structure of the Company as at the date of this announcement, after completion of the Rights Issue assuming different levels of acceptance of the Rights Shares by the Qualifying Shareholders and exercise of the Convertible Notes by Hanny and the independent placees: After completion of After completion of the Rights Issue and the Rights Issue and assuming 0% acceptance assuming 0% acceptance by the Shareholders by the Shareholders other Shareholding upon completion of other than than Mr. Yu and Dr. Chan the Rights Issue and assuming subscription Mr. Yu and Dr. Chan and full conversion of the by the Shareholders of the Rights Shares and full conversion of HK$170 million Convertible 0% acceptance by the HK$170 million Notes held by Hanny Existing shareholding Shareholders other than Convertible Notes and the HK$130 million as at the date of Mr. Yu and Dr. Chan 100% acceptance held by Hanny at the Convertible Notes held by this announcement (Note 1) (Note 2) Initial Conversion Price the independent placees Shares % Adjusted Shares % Adjusted Shares % Adjusted Shares % Adjusted Shares % Mr. Yu 34,382,453 6.4 137,529,812 6.4 137,529,812 6.4 137,529,812 3.9 137,529,812 3.0Dr. Chan 25,000,000 4.6 100,000,000 4.6 100,000,000 4.6 100,000,000 2.8 100,000,000 2.1Hanny - - 320,000,000 14.9 - - 1,736,666,666 48.6 1,736,666,666 37.3Tai Fook - - 1,117,520,974 51.9 - - 1,117,520,974 31.3 1,117,520,974 24.0Independent placees for the Convertible Notes procured by Tai Fook - - - - - - - - 1,083,333,333 23.3 Other public shareholders 479,173,658 89.0 479,173,658 22.2 1,916,694,632 89.0 479,173,658 13.4 479,173,658 10.3 Total 538,556,111 100.0 2,154,224,444 100.0 2,154,224,444 100.0 3,570,891,110 100.0 4,654,224,443 100.0 Notes: 1. Assume that, other than Mr. Yu and Dr. Chan who have agreed and undertaken to take up the Rights Shares provisionally allotted to them under the Rights Issue, none of the Rights Shares is taken up by the Shareholders and that all the Underwritten Shares are entirely taken up by the Underwriters where Hanny will be obliged to subscribe or procure subscribers for the first of such number of untaken Rights Shares up to its commitment of 320,000,000 Rights Shares and Tai Fook will subscribe or procure subscribers for the balance of the untaken Rights Shares in excess of 320,000,000 Rights Shares. 2. Assume that the entire Underwritten Shares are taken up by the Shareholders. Following completion of the Proposed Acquisition and the Rights Issue, no Shareholders together with its concert parties will be interested in more than 30% of the voting rights of the Company. Maintenance of the listing of the Shares It is the intention of the Company to maintain the listing of the Shares on the Stock Exchange after the completion of the Proposed Acquisition, the Rights Issue, the Convertible Notes Subscription and the Convertible Notes Placing. Accordingly, the Company undertakes that it will not issue any Conversion Shares to the holder(s) of the Convertible Notes if such issues will result in less than 25% of the issued shares of the Company at that time being held by the public and Hanny undertakes that it will not convert the Convertible Notes held by it if such conversion will result in less than 25% of the issued shares of the Company at that time being held by the public. In respect of Tai Fook's underwriting commitment for the Rights Issue, Tai Fook has entered into agreements with certain sub-underwriters whereby Tai Fook has sub-underwritten its entire commitment of 1,117,520,974 Rights Shares. As a result of such sub-underwriting arrangement and assuming that the sub-underwriters will take up the Rights Shares if and when called upon to do so, Tai Fook will not be