10:25 HUALING<00382> - Announcement & Resumption (3) WHITEWASH WAIVER In the event that upon completion of the Rights Issue, no Qualifying Shareholders take up any Rights Shares, Midea International, as the underwriter of the Rights Issue, will be required to subscribe for and take up all the Rights Shares that are not subscribed for under the Rights Issue, which will result in Midea International holding more than approximately 3,052 million Shares, representing more than approximately 76% of the enlarged issued share capital of the Company upon completion of the Rights Issue. Accordingly, the underwriting by Midea International will trigger an obligation for Midea International and parties acting in concert with it to make a mandatory general offer under Rule 26 of the Takeovers Code for all the Shares not already held by it and parties acting in concert with it. An application will be made by Midea International to the Executive for the Whitewash Waiver pursuant to Note 1 on dispensations from Rule 26 of the Takeovers Code. The Whitewash Waiver, if granted by the Executive, would be subject to, among other things, the approval of the Independent Shareholders at the EGM by way of poll. If the Whitewash Waiver is not granted by the Executive, the Rights Issue will not proceed. EXECUTIVE'S CONSENT Midea International has applied to and obtained the consent of the Executive under Rule 31.1(a) of the Takeovers Code. The Executive's consent is conditional upon Midea International successfully obtaining both the Whitewash Waiver and the relevant approval of the Independent Shareholders of the Whitewash Waiver being obtained at the EGM by way of poll. SUSPENSION AND RESUMPTION OF TRADING At the request of the Company, trading in the Shares on the Stock Exchange was suspended from 9:30 a.m. on 13 May 2005 pending the release of this announcement. The Company has applied to the Stock Exchange for the resumption of trading in the Shares with effect from 9:30 a.m. on 20 May 2005. GENERAL The Company will establish an independent board committee to advise the Independent Shareholders as to whether the terms of the Rights Issue and the Whitewash Waiver are fair and reasonable and whether the Rights Issue and the Whitewash Waiver are in the interests of the Company and the Shareholders as a whole, and to advise the Independent Shareholders on how to vote, taking into account the recommendations of the independent financial adviser. In this connection, the Company has appointed AMS Corporate Finance Limited as the independent financial adviser to advise the independent board committee and the Independent Shareholders as to whether the terms of the Rights Issue and the Whitewash Waiver are fair and reasonable and whether the Rights Issue and the Whitewash Waiver are in the interests of the Company and the Shareholders as a whole, and to advise the Independent Shareholders on how to vote. A circular containing, among other things, details of the Rights Issue, increase in authorized share capital and the Whitewash Waiver, the recommendation of the independent board committee and the letter from the independent financial adviser to the independent board committee and Independent Shareholders together with a notice convening the EGM will be despatched to the Shareholders within 21 days from the day of publication of this announcement. The Rights Issue Documents setting out details of the Rights Issue will be despatched to the Qualifying