09:17 ISTEELASIA HOLD<08080>-Announcement&Resumption of Trading(2) the taking up of the Offer Shares under the Open Offer by the Shareholders, the shareholding of VSC BVI in iSteelAsia would range from approximately 6.8% to 19.8% of the Enlarged Share Capital. The Ajia Parties and their Concert Parties are independent of and not connected with iSteelAsia and its connected persons. Save for Mr. Tsang's personal interests in 50,940,000 Shares and 10,240,000 Warrants and his 5% interest in TN which in turn holds 163,367,600 Shares, the Ajia Parties and their Concert Parties currently have no interest in the issued share capital or other securities of iSteelAsia. Immediately after completion of the Capital Reorganisation, the Open Offer and the issue of the Subscription Shares at completion of the Proposals but before any exercise of the conversion rights attaching to the Convertible Bonds, and on the assumption that there are no other changes in iSteelAsia's issued share capital after the date of this announcement, the shareholding of the Ajia Parties and their Concert Parties in iSteelAsia is expected to be approximately 67.2%. As a result, an obligation to make a mandatory general offer on the part of the Ajia Parties will arise under the Takeovers Code, unless the Whitewash Waiver is obtained. If the Whitewash Waiver is not obtained, the Proposals will not become unconditional and will not proceed. It is the intention of the Ajia Parties to maintain the listing of the New Shares on GEM after completion of the Proposals. Accordingly, the Ajia Parties, VSC BVI and iSteelAsia have each undertaken to GEM to use their best endeavours to take appropriate steps to ensure that, as soon as possible following issuance of the New Shares upon completion of the Proposals, the public float of iSteelAsia will not be less than 15% after completion of the Proposals. The Ajia Parties have undertaken to Huge Top, and Huge Top has undertaken to Ajia Parties to procure VSC BVI, to make arrangements to place down New Shares in proportion to their holdings in iSteelAsia on completion of the Proposals so as to restore the public float to at least 15% of the Enlarged Share Capital. The iSteelAsia Group made an audited loss attributable to Shareholders of approximately HK$25.7 million for its latest financial year ended 31 March 2004 and an unaudited loss of approximately HK$7.8 million for the nine months ended 31 December 2004. The Open Offer and the Subscription will improve the liquidity position of the iSteelAsia Group as well as enhance its equity base, whilst allowing the Qualifying Shareholders to participate in the future expansion of iSteelAsia. The estimated proceeds (net of expenses) to be raised from the Open Offer and the Subscription are approximately HK$30.2 million. The iSteelAsia Group plans to use approximately HK$4.2 million as general working capital of the iSteelAsia Group and approximately HK$26 million to finance future investments. After completion of the Proposals, the Ajia Parties intend to conduct a review of the business operations and financial position of the iSteelAsia Group in order to formulate business plans and strategies for the iSteelAsia Group's future business development with a view to strengthening the iSteelAsia Group's overall business performance. It is the intention of the Ajia Parties that iSteelAsia should carry on its existing business in trading of steel products and the provision of procurement services for steel products, ancillary services and investment holding. The iSteelAsia Directors to be nominated by the Ajia Parties are experienced in the evaluation and execution of strategic investments into businesses and assets. Should suitable opportunities arise and subject to the results of the financial and operational review, iSteelAsia will consider investments with a view to expanding and diversifying its business from its current focus. The Ajia Parties have no intention or plans to inject any assets or business of their own into the iSteelAsia Group or to re-deploy any assets of the iSteelAsia Group after completion of the Proposals. Save for the nomination of new iSteelAsia Directors as described in this announcement, the Ajia Parties do not intend to make any changes to the continued employment of the employees of the iSteelAsia Group by reason only of the completion of the Proposals. Subject to completion of the Subscription, it is proposed that the English name of iSteelAsia be changed to "North Asia Strategic Holdings Limited" to reflect the change in shareholder base. iSteelAsia will also adopt "*" as the new Chinese name for identification purpose. The Proposals, including the Capital Reorganisation, the Open Offer, the Subscription and the Whitewash Waiver, are subject to the Independent Shareholders' approval at the SGM by way of poll. An independent board committee of iSteelAsia will be established to consider the Proposals and to give a recommendation to the Independent Shareholders. Access Capital Limited has been appointed as the independent financial adviser to advise the independent board committee of iSteelAsia and the Independent Shareholders. The SGM Circular containing, among other things, details of the Proposals including the Capital Reorganisation, the Open Offer, the Subscription and the Whitewash Waiver, financial information on the iSteelAsia Group, the letters of advice from the