09:32     UNITY INV HOLD<00913>-Announcement&Resumption of Trading(5)         

    Ranking                                                                   
                                                                              
    The Conversion Shares will rank pari passu in all respects among          
    themselves and with all other Shares in issue on the date of such         
    allotment and issue.                                                      
                                                                              
    Redemption by the Company                                                 
                                                                              
    The Company shall be entitled at any time before the Maturity Date to     
    redeem the outstanding principal amount of the Convertible Notes          
    together with all unpaid interest accrued thereon up to and including     
    the date of actual payment.                                               
                                                                              
    Status of the Convertible Notes                                           
                                                                              
    The Convertible Notes constitute general and unsecured obligations of     
    the Company and shall rank equally among themselves and pari passu with   
    all other present and future usecured and unsubordinated obligations of   
    the Company except for obligations accorded preference by mandatory       
    provisions of applicable law.                                             
                                                                              
    No application will be made for listing of the Convertible Notes.         
    Application will be made to the Listing Committee of the Stock Exchange   
    for the listing of and permission to deal in the Shares falling to be     
    issued upon exercise of the convertible Notes.                            
                                                                              
    Transferability                                                           
                                                                              
    The Convertible Notes are freely transferable, provided that the          
    holders of the Convertible Notes must inform the Company of each          
    transfer or assignment made by them. The Company will notify the Stock    
    Exchange if any of the Convertible Notes is transferred to a connected    
    person (as defined in the Listing Rules).                                 
                                                                              
    Events of default                                                         
                                                                              
    All Convertible Notes contain an event of default provision which         
    provides that on the occurrence of certain events of default specified    
    in the Convertible Notes (e.g. liquidation), each of the holders of the   
    Convertible Notes shall be entitled to demand for immediate repayment     
    of the principal amount outstanding under the relevant Convertible Note.  
                                                                              
    Use of net proceeds                                                       
                                                                              
    The net proceeds from the Share Placing and the CN Placing will be        
    approximately HK$3.44 million and HK$19.6 million respectively. The       
    aggregate net proceeds of the Share Placing and the CN Placing of         
    approximately HK$18 million used by the Company to repay the              
    outstanding interest-bearing borrowings of the Company and the balance    
    as general working capital. The outstanding interest-bearing borrowings   
    were incurred after 31 December 2004, being the date of the latest        
    published audited accounts of the Company, and were short-term loans to   
    finance the day-to-day operations and investment of the Company.          
                                                                              
    Reason for the transaction                                                
                                                                              
    As both the global and domestic interest rates have been raising          
    recently whilst the average effective interest rates for the Company's    
    interest-bearing borrowings are higher than the interest rate of the      
    Convertible Notes of 5% per annum, the Directors are of the view that     
    the issue of the Convertible Notes with a fixed interest rate would       
    facilitate the Company to make long-term financial planning and reduce    
    interest expenses.                                                        
                                                                              
    The Directors have considered various financing arrangements before       
    reaching the decision to conduct the Share Placing and the CN Placing.    
    The Directors consider that fund raising through placing of new shares    
    and convertible notes is more cost effective and could be completed       
    within a commercially expedient time frame than other fund raising        
    methods, e.g. rights issue and open offer. Besides, The Directors         
    believe that the Share Placing and the CN Placing could attack            
    different classes of investors who are looking for recurring and stable   
    interest income. Based on the above reasons, the Directors drew the       
    conclusion that the proposed fund raising exercises are in the best       
    interest of the Shareholders as a whole.                                  
                                                                              
    Dilution effect on shareholders                                           
                                                                              
    As the Company foresees the future dilution effect on the Shareholders    
    resulting from the exercise of the conversion rights attaching to the     
    Convertible Notes, the Company will keep the Shareholders informed of     
    the level of dilution effect and all relevant details of any conversion   
    of the Convertible Notes in the following manner: