10:30 NGAI HING HONG<01047> - Announcement & Resumption (3) and the Shareholders as a whole. Status of the Offer Shares The Offer Shares, when allotted, issued and fully paid, will rank pari passu in all respects with the Shares in issue on the date of allotment and issue of the Offer Shares. Holders of the Offer Shares will be entitled to receive all future dividends and distributions which are declared, made or paid on or after the date of allotment and issue of the Offer Shares. Qualifying Shareholders The Company will send the Prospectus Documents to the Qualifying Shareholders only on or about Thursday, 26 May 2005. To qualify for the Open Offer, Shareholders must be registered as members of the Company as at the close of business on the Record Date and not be Unqualifying Shareholders. In order to be registered as members of the Company on the Record Date, Shareholders must lodge any transfer of Shares (with the relevant share certificates) for registration with the Company's branch share registrar in Hong Kong, Abacus Share Registrars Limited, Ground Floor, Bank of East Asia Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong by 4:00 p.m. on Tuesday, 24 May 2005. The invitation to apply for the Offer Shares to be made to the Qualifying Shareholders will not be transferable or capable of renunciation and there will not be any trading of nil-paid entitlements of the Offer Shares on the Stock Exchange. Closure of register of members The register of members of the Company will be closed from Wednesday, 25 May 2005 to Thursday, 26 May 2005, both dates inclusive, to determine the eligibility of the Shareholders to the Open Offer. No transfer of Shares will be registered during this period. Rights of Unqualifying Shareholders The Prospectus Documents will not be registered under the applicable securities legislation of any jurisdictions other than Hong Kong and Bermuda. Having reviewed the register of members as at the date of this announcement, the Company noted that four Shareholders have maintained addresses located in two places outside Hong Kong in the Company's register of members, namely, Macau and Thailand. The shareholding of such individual Overseas Shareholders ranges from 2,000 Shares to 20,000 Shares, representing approximately 0.0007% to 0.0067% of the existing issued Shares; and the total shareholding of these Overseas Shareholders represents approximately 0.0153% of the existing issued Shares in aggregate. These Overseas Shareholders may be governed by legislations similar to Hong Kong which requires registration of the Prospectus Documents. The Directors will make enquires regarding the legal restrictions under the laws of the relevant place and the requirements of the relevant regulatory body or stock exchange and will only exclude such Shareholders for the Open Offer if it would be necessary or expedient to do so in accordance with Rule 13.36(2)(a) of the Listing Rules. If the Directors, after making enquiries, find it necessary or expedient to exclude the Overseas Shareholders for the Open Offer, the Company will not make provisional allotment of Offer Shares to the Overseas Shareholders. The basis of exclusion of the Unqualifying Shareholders from the Open Offer, if any, will be disclosed in the Prospectus. The Company will send copies of the Prospectus to such Overseas Shareholders for their information only, but will not send the Application Forms and the Excess Application Forms to such Overseas Shareholders. Application for excess Offer Shares Under the Open Offer, Qualifying Shareholders may apply for any unsold entitlements of the Unqualifying Shareholders and any Offer Shares not taken up by the Qualifying Shareholders. Application can be made by completing the Excess Application Form and lodging the same with a separate remittance for the excess Offer Shares being applied for. The Directors will allocate the excess Offer Shares at their discretion and on a fair and equitable basis and give preference to topping up odd lots to whole board lots. Intention of the controlling Shareholder and other Shareholders As at the date of this announcement, Good Benefit Limited is the controlling Shareholder holding 153,000,000 Shares, representing approximately 51% of the issued share capital of the Company. Good Benefit Limited has irrevocably undertaken to the Company that it will up to and inclusive of the latest date for application of the Offer Shares remain the beneficial owner of at least 153,000,000 Shares and will subscribe for its entitlement in full in respect of such Shares under the Open Offer pursuant to an undertaking letter. In addition, each of Ever Win Limited, Evergrow Company Limited, Mr. Hui Sai Chung, Mr. Hui Kwok Kwong and Madam Liu Sau Lai (currently holding 5,000,000 Shares, 1,735,000 Shares, 12,268,000 Shares, 12,702,000 Shares and 1,102,500 Shares respectively), has also irrevocably undertaken to accept their respective entitlements in