09:27 LAI SUN INT'L<00191>-Announcement&Resumption of Trading (4) Fractional Entitlement to the Rights Shares Fractional entitlements to Rights Shares will not be provisionally allotted and will be rounded down to the nearest whole number. Rights Shares representing the aggregate of fractions of Rights Shares (rounded down to the nearest whole number) will be provisionally allotted to a nominee appointed by the Company and, if a premium of HK$100 (net of expenses) can be obtained, will be sold by the Company or its appointed nominee and the net proceeds of sale will be retained by the Company for its own benefit. Any unsold fractions of Rights Shares will be available for excess application. Application for excess Rights Shares Qualifying Shareholders may apply for any unsold entitlements, and any Rights Shares provisionally allotted but not accepted. Application is made by completing the form of application for excess Rights Shares. The Directors will allocate the excess Rights Shares on a fair and equitable basis by reference to market practice with a view to improving participation of the minority shareholders in excess Rights Shares, but will give preference to topping-up odd lots to whole board lots. Share Certificates Subject to the fulfilment of the conditions of the Rights Issue, certificates for all fully-paid Rights Shares are expected to be posted to those entitled thereto at their own risk on or before 7th July, 2005. Application for listing The Company will apply to the Listing Committee of the Stock Exchange for the listing of, and permission to deal in, the Rights Shares in both their nil-paid and fully-paid forms. The Rights Shares in both their nil-paid and fully-paid forms will be trading in board lot of 1,000. UNDERWRITING ARRANGEMENTS Underwriting Agreement: Date : 13th May, 2005 Underwriter : DBS Asia Capital Limited Number of Rights Shares underwritten : All Rights Shares other than those undertaken to be taken up by the Major Shareholder Commission : HK$2,260,000 representing approximately 4.3% of the total price payable on the Rights Shares underwritten by the Underwriter, which was determined after arms length negotiations between the Company and the Underwriter with reference to current market practice for comparable fund raising exercises and taking into account prevailing conditions in the local equity market, and on that basis, the Directors consider that such rate of underwriting commission is fair and reasonable and on normal commercial terms. The Underwriter is independent of and not connected with the Company or any connected person (as defined under the Listing Rules) of the Company. As at the date of this announcement, the Major Shareholders are interested in an aggregate of 603,907,491 Shares, representing approximately 42% of the issued share capital of the Company. The Major Shareholders have irrevocably undertaken to take up their respective entitlements under the Rights Issue in full. The Major Shareholders have also undertaken to the Company and the Underwriter that they will not dispose of or transfer any Shares owned by them prior to the completion of the Rights Issue or the termination of the Underwriting Agreement (whichever is the earlier). The Major Shareholders have further indicated that they do not intend to apply for any excess Rights Shares. Assuming that (a) the Rights Issue proceeds and is completed; (b) the Major Shareholders have taken up their respective entitlements under the Rights Issue in full , the Major Shareholders will be interested in approximately 42% of the issued share capital of the Company immediately after completion of the Rights Issue. Termination of the Underwriting Agreement If, at any time prior to the Latest Termination Time (i.e. 5:00 p.m. on the second Business Day immediately following the Final Acceptance Date), one or more of the following events or matters shall develop occur, arise or exist or come into effect: