09:31 UNITY INV HOLD<00913>-Announcement&Resumption of Trading(2) among others, consolidation of the Shares. Further details of the consolidation of the Shares will be set out in the announcement to be published by the Company. Trading in the Shares has been suspended at the request of the Company with effect from 9:30 a.m. on 17 May 2005 pending the release of this announcement. Application has been made to the Stock Exchange for the resumption of trading in the Shares with effect from 9:30 a.m. on 23 May 2005. The Share Placing Agreement Date 19 May 2005 Issuer Unity Investments Holdings Limited Placing Agent The Placing Agent has conditionally agreed with the Company to place, on a fully-underwritten basis, to not fewer than six independent individual, corporate and/or institutional investors the New Shares. The Placing Agent will receive a placing commission of 2% on the gross proceeds of the placing of the New Shares, which was arrived at after arm's length negotiations between the Company and the Placing Agent. The Placing Agent is independent of and not connected with the Company nor with the directors, chief executive or substantial shareholders of the Company, and any of their subsidiaries or any of their respective associates. Placees No fewer than six placees which will be independent individual, corporate and/or institutional investors, and who and whose ultimate beneficial owners will not be connected person(s) of the Company and will be third parties independent of and not connected with the Company, connected persons of the Company and any of the directors, chief executive or substantial shareholder(s) of the Company or any of its subsidiaries or their respective associates. No placees will become substantial shareholders (as defined in the Listing Rules) of the Company as a result of the Share Placing. New Shares The New Shares represent (i) approximately 20% of the existing issued share capital of the Company of 439,898,005 Shares as at the date of this announcement; and (ii) about 16.67% of the issued share capital of the Company of 527,876,005 Shares as enlarged by the Share Placing. The New Shares will rank, upon issue, pari passu in all respect with the Shares in issue on the date of allotment and issue of the New Shares. Placing Price The Placing Price of HK$0.041 represents (i) a discount of approximately 2.38% to the closing price of HK$0.042 per Share as quoted on the Stock Exchange on the Last Trading Date; and (ii) a discount of about 18.65% over the average closing price per Share of about HK$0.0504 as quoted on the Stock Exchange for the last five trading days up to and including the Last Trading Date. The net placing price per Share is approximately HK$0.04. The Placing Price was negotiated on an arm's length basis between the Company and the Placing Agent with reference to the recent trading price of the Shares. Given the existing market conditions in Hong Kong and the general economic environment, the Directors consider that the timing of the Share Placing is appropriate. The Directors also consider that the terms of the Share Placing Agreement (including the Placing Price) to be fair and reasonable based on the current market condition and in the interest of the Company and its Shareholders as a whole on the basis that it is an appropriate means to finance a long term investment and an efficient way to raise equity finance whilst broadening the Company's shareholding base. In addition, given the prolonged thin trading volume of Shares in the market, the Directors consider that a discount of about 85.86% on the Placing Price to the net asset value of HK$0.29 as at 30 April 2005 can give an incentive to investors to participate in the Placing. Conditions precedent of the Share Placing Agreement