09:21 PEAKTOP INT'L<00925> - Announcement & Resumption (2) in this regard. A circular containing, among other things, further details of the Capitalisation, the IFA Letter, the recommendation of the Independent Board Committee to the Independent Shareholders on the Capitalisation together with the notice of the SGM will be despatched to the Shareholders within 21 days from the date of this announcement. Trading in the Shares on the Stock Exchange was suspended at the request of the Company from 9:30 a.m. on 28 April 2005 pending the release of this announcement. Application has been made to the Stock Exchange for the resumption of trading in Shares at 9:30 a.m. on 19 May 2005. THE SHAREHOLDERS' LOANS On 29 March 2005, the Company entered into Loan Agreements with each of Mr. Lin, Mr. Halim and Mr. Ng, pursuant to which each of Mr. Lin, Mr. Halim and Mr. Ng has agreed to lend a sum of US$750,000 (equivalent to approximately HK$5,850,000) to the Company. The Shareholders' Loans are repayable by the Company to each of Mr. Lin, Mr. Halim and Mr. Ng upon demand by each of Mr. Lin, Mr. Halim and Mr. Ng. The Shareholders' Loans are unsecured, not guaranteed and do not carry any interest. There are no undertakings provide by the Company to capitalise the Shareholders' Loans. CAPITALISATION On 18 May 2005, the Company entered into the Capitalisation Agreements with each of Mr. Lin, Mr. Halim and Mr. Ng, pursuant to which Mr. Lin, Mr. Halim and Mr. Ng have conditionally agreed to subscribe for 42,086,000 new Shares each in cash at a subscription price of approximately HK$0.139 per Share. As at the date of the Capitalisation Agreements, the Company was indebted to each of Mr. Lin, Mr. Halim and Mr. Ng in the sum of US$750,000 (equivalent to approximately HK$5,850,000) each. The subscription price payable by each of Mr. Lin, Mr. Halim and Mr. Ng under the Capitalisation Agreements will be satisfied by capitalising the entire amount of the Shareholders' Loans due from the Company to Mr. Lin, Mr. Halim and Mr. Ng. The Subscription Shares represent approximately 17.27% of the existing issued share capital of the Company and approximately 14.73% of the issued share capital of the Company as enlarged by the allotment and issue of the Subscription Shares. Subscription Price The subscription price of approximately HK$0.139 per Subscription Share represents: (a) the closing price of HK$0.139 per Share as quoted on the Stock Exchange on 27 April 2005, being the last trading day before the date of this announcement; (b) the average closing price of approximately HK$0.139 per Share as quoted on the Stock Exchange for the last five consecutive trading days up to and including 27 April 2005; (c) a premium of approximately 0.22% over the average closing price of approximately HK$0.1387 per Share as quoted on the Stock Exchange for the