09:59 ORIENT RES GP<00467> - Announcement (3) Cayman Islands or approval of the Supreme Court of Bermuda by way of a change of domicile from the Cayman Islands to Bermuda through de-registration in the Cayman Islands and continuation in Bermuda and Capital Reorganisation in Bermuda. As court sanction is not required, the Board estimates the Capital Reorganisation should be completed about two to three months earlier than it would otherwise be. The Company has been continuously looking for fund raising opportunities in the bank debt and capital markets for further expansion of the Group's business. However, no formal agreement has been entered into, no terms of any agreement has been agreed and no definitive fund raising exercises have been finalized. Further announcement will be made when and as may be appropriate in accordance with the Listing Rules. The Capital Reorganisation will not have any material financial impact on or alter the underlying assets, business operations and management of the Company or the Shareholders. The Capital Reorganisation will not have any impact on the Shareholders' rights and obligations. The Change of Domicile will not alter the underlying assets, business operations, management or financial position of the Group and will not have any impact on the Shareholders' rights and obligations. The continuation of the Company in Bermuda does not create a new legal entity or prejudice or affect the continuity of the Company. The corporate office of the Group will continue to be in Hong Kong. Section 227(1) of the Companies Law provides that from the commencement date of de-registration of a company, it shall (1) cease to be a company for all purposes under the Companies Law; and (2) continue as a company under the laws of the jurisdiction in which its continuance has been registered provided that it will not operate to create a new legal entity in the relevant jurisdiction. Section 132E (i) of the Companies Act provides that the registration of the continuance of a foreign corporation shall not be deemed to create a new legal entity. Based on the opinion obtained from the Company's Cayman counsel, the Directors believe that the Change of Domicile will not involve the formation of a new holding company, the withdrawal of listing of existing securities, any issue of new securities, any transfer of assets of the Company or any change in the existing shareholding structure of the Company. Section 132E (1) of the Companies Act provides that a continued company continues to be liable for the obligations of the foreign corporation which has been de-registered and any existing action, claim or liability to prosecution by or against the foreign corporation may be continued by or against the company as continued. The Directors believe that implementation of the Change of Domicile will not affect the listing status of the Shares on the Stock Exchange. CHANGE IN THE BOARD LOT SIZE The Directors also propose that the board lot for trading on the Stock Exchange be changed from 2,000 Shares to 2,000 New Shares upon the implementation of the Capital Reorganisation. STATUS OF THE NEW SHARES The New Shares will rank pari passu in all respects with each other and the Capital Reorganisation will not result in any change in the relative rights of the Shareholders. FRACTIONAL ENTITLEMENT Fractional New Shares will not be issued by the Company to Shareholders. Any fractional entitlement to the New Shares will be aggregated, sold and retained for the benefit of the Company. ODD LOTS ARRANGEMENTS In order to alleviate the difficulties arising from the existence of odd lots of New Shares as a result of the Capital Reorganisation, the Company has agreed to procure an agent to arrange for matching service regarding the sale and purchase of odd lots of New Shares. Further details in respect of the odd lots arrangement and colour of the new share certificates will be set out in the circular of the Company to be despatched to Shareholders. Shareholders should note that successful matching of the sale and purchase of odd lots of New Shares is not guaranteed. TRADING ARRANGEMENT AND EXCHANGE OF CERTIFICATES FOR NEW SHARES Shareholders should note that the expected timetable set out below with regard to the exchange trading arrangements is prepared on the assumption that the Capital Reorganisation will become effective on or about 22 July 2005. The Company will make an announcement in the event