09:15 GORIENT<00729> - Announcement & Resumption of Trading (2) there occurs (i) any of the material undertakings, warranties or representations contained therein becomes untrue or misleading in any material respect; or (ii) there develops, occurs or comes into effect: (a) any event, development or change (whether or not local, national or international or forming part of a series of events, developments or changes occurring or continuing on and/or after the date hereof), including an event or change in relation to or a development of an existing state of affairs of a political, military, industrial, financial, economic, fiscal, regulatory or other nature, whether or not sui generis with any of the foregoing, resulting in a material adverse change in political, economic, fiscal, financial, regulatory or stock market conditions in Hong Kong, the PRC or the United States; (b) the imposition of any moratorium, suspension or material restriction on trading in securities generally on the Stock Exchange due to exceptionally adverse financial circumstances; (c) any material adverse change in conditions of local, national or international securities markets; (d) any new law or regulation or change in existing laws or regulations or any change in the interpretation or application thereof by any court or other competent authority in Hong Kong, the PRC or any other jurisdiction relevant to the Group; (e) a material change or development involving a prospective material change of taxation or exchange control (or the implementation of exchange control) in Hong Kong, the PRC or elsewhere; (f) the instigation of any litigation or claim of material importance by any third party against any member of the Group; or (g) a development of an act of war or declaration of war on any state or country or jurisdiction, and which, in the reasonable opinion of the Placing Agent is likely to be materially adverse to the Group or is likely to materially prejudice the success of the Placing, then and in any such case, may terminate this letter without liability to the Company by giving notice in writing to the Company, prior to 4:00 p.m. on the business day immediately before the completion of the Placing Agreement. If the Placing Agent exercises such rights to so terminate the Placing, the Placing will not proceed. Shareholders and investors are advised to exercise caution when dealing in the Shares. Condition: The Placing is conditional upon listing of, and permission to deal in, the Placing Shares being granted by the Listing Committee of the Stock Exchange. If the condition is not fulfilled on or prior to 13 June 2005 or such later date as may be agreed between the Company and the Placing Agent, the Placing Agreement shall be terminated and no party shall have any claim against the other in respect of any matters arising out of or in connection with the Placing Agreement save for antecedent breaches. Expected completion The date falling two (2) business days after the date upon which the conditions set out date: above shall have been satisfied or such later date as the Company and the Placing Agent may agree in writing. Ranking: The Placing Shares, when fully paid, will rank pari passu in all respects with the Shares in issue at the time of issue and allotment of the Placing Shares. REASONS FOR THE PLACING AND USE OF PROCEEDS The Company is principally engaged in the trading of high-tech automobile-related products and electronic components in the Greater China Region. The estimated expenses for the Placing are approximately HK$0.6 million. 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 from the Placing 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/