10:31 HON PO GROUP<00228> - Announcement (9) The issue of the Convertible Notes and the First Convertible Notes, the issue and allotment of Shares which fall to be issued upon conversion of them, and the proposed increase in authorised share capital of the Company all require the approval of Shareholders. At the request of the Stock Exchange, the controlling shareholder of the Company will abstain from voting on the resolutions to approve the issue of those convertible notes and the issue and allotment of Shares on their conversion and an independent financial adviser will be appointed to advise on the fairness of the conversion price of those convertible notes in the context of the proposed issue of the First Convertible Notes and the Convertible Notes respectively. Separate resolutions in respect of the issue of the Convertible Notes and the First Convertible Notes will be put to Shareholders. Accordingly, there is a possibility that either or both or neither of the proposed convertible notes issues will proceed. Accordingly, a shareholders circular containing further details of the Placing and the proposed increase in authorised share capital, together with a letter of advice from an independent financial adviser of the Company and a letter from the independent board committee of the Company in respect of the proposed placing of the Convertible Notes and the First Convertible Notes and a notice of EGM will be despatched to Shareholders as soon as practicable. (5) SHARE CONSOLIDATION As stated in the Company's announcement dated 8th April, 2005, the Share Consolidation took effect on 11th April, 2005. In view of the suspension of trading in the shares of the Company since the Last Trading Date, the timetable for the interim trading of Shares is revised as follows:- 2005 First day for free exchange of Pre-Consolidation Share certificates (for the Pre-Consolidation Shares) for new Share certificates for the Shares 11th April Trading in the Shares resumes 9:30 a.m. on 12th May Change of board lot from 10,000 Pre-Consolidation Shares to 20,000 Shares becomes effective 9:30 a.m. on 12th May Temporary counter for trading in the Shares in board lots of 2,000 Shares (in the form of Pre-Consolidation Share certificates) opens 9:30 a.m. on 12th May Original counter for trading in the Shares in board lots of 20,000 Shares (in the form of new Share certificates) commences 9:30 a.m. on 12th May Parallel trading in the Shares (in the form of new Share certificates and Pre-Consolidation Share certificates) commences 9:30 a.m. on 12th May Temporary counter for trading in the Shares in board lots of 2,000 Shares (in the form of Pre-Consolidation Share certificates) closes 4:00 p.m. on 2nd June Parallel trading in the Shares (in the form of new Share certificates and Pre-Consolidation Share certificates) ends 4:00 p.m. on 2nd June Last day for free exchange of Pre-Consolidation Share certificates for new Share certificates 6th June Shareholders may, during business hours from 11th April, 2005 to 6th June, 2005 (both dates inclusive), submit their Pre-Consolidation Share certificates for the Pre-Consolidation Shares to the Company's branch registrar in Hong Kong, Tengis Limited, at G/F, Bank of East Asia Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong in exchange for new Share certificates for the Shares free of charge. Thereafter, Pre-Consolidation Share certificates for Pre-Consolidation Shares will be accepted for exchange only on payment of a fee for the higher of the number of old shares certificates submitted and the number of new certificates issued at the rate of HK$2.50 (or such higher amount as may from time to time be specified by the Stock Exchange) per share certificate. Dealings in the Shares are expected to commence on 9:30 a.m. Thursday, 12th May, 2005, (i) with effect from 9:30 a.m. on Thursday, 12th May, 2005, a temporary counter (stock code: 2973 HON PO GP-OLD) for trading in the Shares in board lots of 2,000 Shares will be established and only