09:15 GORIENT<00729> - Announcement & Resumption of Trading (1) The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this announcement, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement. GORIENT (HOLDINGS) LIMITED (Incorporated in Bermuda with limited liability) (Stock Code : 729) PLACING OF NEW SHARES UNDER GENERAL MANDATE AND RESUMPTION OF TRADING On 13 May 2005, the Company entered into the Placing Agreement with the Placing Agent pursuant to which an aggregate of 345,000,000 new Shares will be placed by the Placing Agent on behalf of the Company at the price of HK$0.04 per Share, on a best endeavour basis, to at least six (6) independent investors. The Placing is conditional upon the listing of, and permission to deal in, the Placing Shares being granted by the Listing Committee of the Stock Exchange. The net proceeds arising from the Placing will amount to approximately HK$13.2 million. It is the intention of the Directors to use the said net proceeds as to approximately HK$2 million for general working capital of the Group and as to approximately HK$11 million to be reserved for future investments and/or acquisitions. Trading in the Shares was suspended with effect from 9:30 a.m. on 13 May 2005 at the request of the Company pending the issue of this announcement and application has been made to the Stock Exchange for resumption of trading in the Shares with effect from 9:30 a.m. on 19 May 2005. PLACING AGREEMENT DATED 13 May 2005 Placing Agent: Kim Eng Securities (Hong Kong) Limited. To the best of the knowledge, information and belief of the Directors, after having made all reasonable enquiries, the Placing Agent and its ultimate beneficial owner(s) are not connected persons of the Company as defined under Rule 14A.11 of the Listing Rules. Placees: Not less than six (6) institutional, professional and/ or individual investors who, together with their ultimate beneficial owner(s) (if any), will be independent of, and not connected with any of the directors, chief executive or substantial shareholder(s) of the Company or its subsidiaries or any of their respective associates. The Directors confirm that no new substantial shareholder will be introduced to the Company as a result of the Placing. Number of Shares 345,000,000 new Shares, representing approximately 19.97% of the existing issued to be placed: share capital of the Company and approximately 16.65% of the issued share capital of the Company as enlarged by the Placing. The Placing will be on a best endeavour basis. The Placing Shares will be issued under the general mandate granted to the Directors pursuant to the resolution passed by the Shareholders at the special general meeting of the Company held on 27 April 2005. Placing Price: HK$0.04 per Placing Share. Taking into account the relevant expenses, the net price to the Company of each Placing Share is approximately HK$0.038 per Share. The Placing Price was agreed after arm's length negotiations between the Company and the Placing Agent and represents (i) a premium of approximately 2.6% to the closing price of HK$0.039 per Share as quoted on the Stock Exchange on 12 May 2005, being the last trading day of the Shares immediately before the date of the Placing Agreement; (ii) a discount of 9.2% to the average closing price per Share of approximately HK$0.044 as quoted on the Stock Exchange from 6 May 2005 to 12 May 2005, both days inclusive, being the last five trading days of the Shares immediately before the date of the Placing Agreement; and (iii) a premium of approximately 21.2% to the unaudited consolidated net asset value per Share of approximately HK$0.033 as at 30 September 2004. Placing commission: 3.0% of the aggregate Placing Price. Termination of the The Placing Agreement contains force majeure provisions entitling the Placing Agent Placing Agreement: to terminate its placing obligations thereunder if at any time on or prior to 4:00 p.m. on the business day immediately before the date for completion of the Placing Agreement,