09:21 PEAKTOP INT'L<00925> - Announcement & Resumption (3) last 10 consecutive trading days up to and including 27 April 2005; and (d) a discount of approximately 54.62% to the net tangible asset value per Share of approximately HK$0.3063 as shown in the Group's audited consolidated financial statements made up to 31 December 2004. The subscription price was arrived at after arm's length negotiations between the Company, Mr. Lin, Mr. Halim and Mr. Ng. The Directors (including the independent non-executive Directors subject to the receipt of the IFA Letter) consider that the subscription price (including the premium over the average closing price as quoted on the Stock Exchange for the last 10 consecutive trading days up to and including 27 April 2005 and the discount to the net tangible asset value per Share as shown above) and the terms of the Capitalisation and the Capitalisation Agreements are fair and reasonable and are in the interests of the Shareholders as a whole. Rights The Subscription Shares, when allotted and issued, will rank equally in all respects among themselves and with the Shares in issue on the date of allotment and issue of the Subscription Shares. Mandate to issue Subscription Shares The SGM will be convened and held to consider and, if thought fit, to approve, among other things, the allotment and issue of the Subscription Shares to Mr. Lin, Mr. Halim and Mr. Ng pursuant to the Capitalisation by way of poll. Conditions of the Capitalisation The Capitalisation Agreements are not inter-conditional. Each of the Capitalisation Agreements is conditional upon the following conditions having been fulfilled: (a) the Independent Shareholders passing at the SGM the necessary resolutions approving the Capitalisation and all other transactions contemplated thereunder; (b) the Listing Committee of the Stock Exchange granting or agreeing to grant listing of, and permission to deal in, the Subscription Shares; and (c) (if so required) the Bermuda Monetary Authority granting permission for the allotment and issue of the Subscription Shares. The conditions of the Capitalisation Agreements cannot be waived by the parties to the Capitalisation Agreements. Completion Completion will take place within 10 business days after the conditions of the Capitalisation are fulfilled, which is expected to take place on or about 7 July 2005. Further announcement will be made by the Company in the event Completion does not take place by 7 July 2005. Changes of shareholding The changes in the shareholding structure of the Company as a result of the Capitalisation are as follows: At the date of this announcement