09:15 CHINA TREASURE<00810> - Announcement & Resumption (2) Placing Shares an aggregate of 20,600,000 new Shares Pursuant to the Placing Agreement, the Placing Agent agrees to place the Placing Shares on a best effort basis at the issue price of HK$0.13 per Placing Share and will receive a placing commission of 2% on the gross proceeds of the Placing. The Company shall pay the placing commission, legal costs, printing costs and other expenses incurred in fulfilment of the Company's obligations under the Placing Agreement, which will amount to approximately HK$120,000.00. Placing Shares The Placing Shares represent approximately 20% of the existing issued share capital of the Company comprising 103,000,000 Shares and approximately 16.67% of the enlarged issued capital of the Company immediately after by the Placing comprising 123,600,000 Shares. The Placing Shares will rank, upon issue, pari passu in all respects with the Shares in issue on the date of allotment and issue of the Placing Shares. Placing Price The Placing Price is HK$0.13 per Placing Share, which represents (i) a premium of approximately 1.56 % to the closing price of HK$0.128 per Share quoted on the Stock Exchange on 29 April 2005, being the last trading day of the Shares immediately before and including the date of the Placing Agreement; and (ii) a premium of approximately 1.246% to the average closing price per Share of approximately HK$0.1284 per Share as quoted on the Stock Exchange for the last five trading days of the Shares up to and including 28 April 2005. After deducting the commission payable to the Placing Agent and other expenses in relation to the Placing, the net placing price will be approximately HK$0.124 per Placing Share. The terms of the Placing Agreement, including the Placing Price, were determined after arm's length negotiations between the Company and the Placing Agent. The closing price of the Shares on 29 April 2005, being the date on which the terms of the issue of the Placing Shares were fixed, was HK$0.128 per Share. The Board considers that the terms of the Placing Agreement are fair and reasonable and in the best interest of the Company and the Shareholders as a whole. Conditions of the Placing Agreement The Placing is conditional upon the Listing Committee of the Stock Exchange granting approval for the listing of, and permission to deal in, the Placing Shares and trading in Shares on the Stock Exchange not being suspended for any single period of more than 10 trading days prior to the Closing Date (for reason other than suspension for the purpose of clearing by the Stock Exchange and/or SFC of any announcement relating to the Placing and other matters). Completion of the Placing shall take place on the fourth business day after the fulfilment of the aforesaid condition or such other date as the Company and the Placing Agent may agree in writing. The date for fulfillment of the Conditions shall not be later than 31 May 2005.