10:27 HUALING<00382> - Announcement & Resumption (7) (d) the Executive granting Whitewash Waiver to Midea International and parties acting in concert with it (as defined in the Takeovers Code) and the satisfaction of any condition attached to the Whitewash Waiver granted; (e) the Listing Committee of the Stock Exchange granting or agreeing to grant (subject to allotment) and not having withdrawn or revoked listing of and permission to deal in all the Rights Shares (in their nil-paid and fully-paid forms); (f) the filing and registration of all documents relating to the Rights Issue, which are required to be filed or registered with the Registrar of Companies in Hong Kong in accordance with the Companies Ordinance, Chapter 32 of the Laws of Hong Kong; (g) the posting of the Rights Issue Documents to Qualifying Shareholders; and (h) compliance with and performance of all the undertakings and obligations of the Company under the Underwriting Agreement. If any of the conditions of the Rights Issue are not fulfilled or waived on or before Wednesday, 13 July 2005 (or such later time and/or date as the Company and Midea International may determine), neither the Company nor Midea International shall have any rights or be subject to any obligations arising from the Underwriting Agreement and the Rights Issue will not proceed. Reasons for the Rights Issue and the use of proceeds The Group is principally engaged in the manufacture and sale of household electrical appliances, which include air-conditioners, refrigerators and mini-refrigerators. As disclosed in the Company's 2004 annual results announcement dated 22 April 2005, the Group recorded a consolidated net loss of approximately HK$629 million for the year ended 31 December 2004, and as at 31 December 2004, the shareholders' deficit of the Group amounted to approximately HK$202 million while the Group has already utilized approximately HK$703 million of its total available banking facilities of approximately HK$770 million. In view of the recent financial conditions of the Group and the usage of the banking facilities available to the Group as at 31 December 2004 (as disclosed above), the Directors consider it difficult or costly for the Group to seek alternative way of financing. In this connection, to improve the shareholders' equity position of the Group and provide working capital for the Group's operation, the Company proposes to raise approximately HK$238 million before expenses by issuing the Rights Shares. Upon the full subscription of the Rights Shares, the Company will receive approximately HK$233 million by way of subscription proceeds net of underwriting commission, professional and other expenses incurred in connection with the Rights Issue. Taking into account of the shareholders' deficit of the Group of approximately HK$202 million as at 31 December 2004 and the sales scale of the Group (with the turnover of the Group amounting to approximately HK$1,891 million for the year ended 31 December 2004), the Directors intend to use the net proceeds of the Rights Issue of approximately HK$233 million as general working capital of the Group to allow the Group to restore to a net asset position and to support working capital needs for daily operation of the Group. The Directors consider that it is in the best interest of the Company and the Shareholders to raise further capital as general working capital which will be used by