09:58 ORIENT RES GP<00467> - Announcement (2) (b) the Change of Domicile becoming effective; (c) compliance with the legal procedures and requirements under the laws of Bermuda; and (d) the Listing Committee of the Stock Exchange granting the listing of, and permission to deal in, the New Shares. The Change of Domicile and the Capital Reorganisation are not inter-conditional. Procedures on Change of Domicile The Company's Shareholders will be required to approve special resolutions to amend its memorandum and articles of association to facilitate the Change of Domicile, to approve the Change of Domicile and to adopt a new memorandum of continuance and bye-laws upon the Change of Domicile becoming effective. A special resolution to cancel the entire amount standing to the credit of the share premium account will also be proposed to shareholders to reduce the amount of annual government fee payable to the Bermuda government once the Change of Domicile has become effective. After the passing of the special resolutions, the Company will make an application to the Bermuda Monetary Authority seeking its permission for the continuation of the Company as an exempted company registered in Bermuda. Upon obtaining such permission, applications will be made to the Cayman Registrar to have the Company de-registered from the Cayman Islands and to the Bermuda Registrar for registration of the Company in Bermuda. The Company will file the memorandum of continuance in Bermuda with the Bermuda Registrar. Upon registration by the Bermuda Registrar of the memorandum of continuance to be adopted by the Company, the Bermuda Registrar will issue a certificate of continuance and the Company will become a company to which the Companies Act and any other laws in Bermuda apply as if the Company had been incorporated in Bermuda on the date of the registration of the memorandum of continuance. The certificate of continuance will be deemed to be the certificate of incorporation of the Company. Upon approval by the Cayman Registrar of the application for de-registration, the Cayman Registrar will issue a certificate of de-registration, The Company must then file a copy of the certificate of continuance issued by the Bermuda Registrar to the Cayman Registrar. It is expected that the Change of Domicile will become effective on 1 July 2005, being the date of issue of the certificate of continuance. Procedures on the Capital Reorganisation A consolidation of shares, a reduction of capital and a subdivision of shares under the Companies Act and the proposed bye-laws of the Company would require the Company to convene a general meeting to consider a special resolution to approve the Capital Reorganisation. This approval will be sought at the same time approval is sought from Shareholders for the Change of Domicile. In addition, not less than fifteen nor more than thirty days prior to the effective date of the Capital Reduction a notice must appear in an appointed newspaper in Bermuda providing details of the Capital Reduction. Further, the Companies Act provides that on the effective date of the Capital Reduction, there should be no reasonable grounds for believing the Company is, or after the Capital Reduction would be, unable to pay its liabilities as they become due. It is expected that the Capital Reorganisation (comprising the Share Consolidation, the Capital Reduction and the Subdivision) will take place within approximately three weeks of the Change of Domicile becoming effective. It is expected that the Capital Reorganisation will become effective on 22 July 2005. The estimated expenses for the Change of Domicile and the Capital Reorganisation are HK$500,000 (including government charges and professional fees). Reasons for the Capital Reorganisation and the Change of Domicile and impact on the Company and the Shareholders Since the Shares have recently been trading below their nominal value and the Company is not allowed to issue new Shares below their nominal value, the Capital Reorganisation is proposed in order to provide the Company with more flexibility in fixing the price for issuing new Shares. If the Company wishes to proceed with the Capital Reorganisation in the Cayman Islands, the sanction by the Grand Court of the Cayman Islands would be required. The Board does not believe that such sanction can be obtained in a commercially expedient time frame as it usually takes approximately four months to complete similar capital reorganisation in the Cayman Islands which actually doubles or triples the time required if the capital reorganisation is conducted in Bermuda as no court sanction is required. To shorten the time required to effect the Capital Reorganisation, it is therefore proposed to effect the Change of Domicile which would take approximately 10 days. Accordingly, the Company has obtained legal advice that the Capital Reorganisation in Bermuda could be effected without the sanction of the Grand Court of the