09:25 U-RIGHT INT'L<00627> - Announcement & Resumption (1) The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this announcement, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement. U-RIGHT INTERNATIONAL HOLDINGS LIMITED (Incorporated in Bermuda with limited liability) (Stock Code: 627) (Warrant Code: 2367) (1) PROPOSED INCREASE IN AUTHORISED SHARE CAPITAL; (2) PROPOSED OPEN OFFER OF NEW SHARES ON THE BASIS OF ONE OFFER SHARE FOR EVERY TWO SHARES HELD ON RECORD DATE; (3) APPLICATION FOR THE GRANTING OF THE WHITEWASH WAIVER; AND (4) RESUMPTION OF TRADING Underwriter ACE Target Inc. (1) PROPOSED INCREASE IN AUTHORISED SHARE CAPITAL The Company proposes to increase its authorised share capital from HK$200,000,000 divided into 2,000,000,000 shares of HK$0.10 each to HK$500,000,000 divided into 5,000,000,000 shares of HK$0.10 each by the creation of an additional 3,000,000,000 unissued shares of HK$0.10 each. (2) PROPOSED OPEN OFFER The Company proposes to raise not less than approximately HK$222 million, before expenses, by issuing not less than 888,662,750 Offer Shares and not more than 893,492,750 Offer Shares at a price of HK$0.25 per Offer Share by way of the Open Offer, payable in full on application, on the basis of one Offer Share for every two Shares held on the Record Date. The Open Offer will not be available to the Excluded Shareholders. To qualify for the Open Offer, all transfers of Shares must be lodged for registration with the Registrar by 4:00 p.m. on Thursday, 23 June 2005. ACE and its concert parties, including Mr. Leung, in aggregate are interested in 639,089,000 Shares as at the date of this announcement. ACE has agreed to underwrite up to 893,492,750 Offer Shares pursuant to the Underwriting Agreement. Assuming ACE has taken up its maximum obligation of 893,492,750 Offer Shares pursuant to the Underwriting Agreement, ACE and its concert parties will increase their aggregate shareholding interest from approximately 35.96% of the existing issued share capital of the Company to approximately 57.18% of the issued share capital of the Company as enlarged by the issue of Offer Shares (assuming all the outstanding Warrants have been exercised before the Record Date and the completion of the Open Offer). The estimated net proceeds from the Open Offer will be approximately HK$217 million, of which as to approximately HK$167 million and HK$50 million are to be used to fund the expansion of the Group's retail network in Hong Kong and PRC respectively. The Open Offer is conditional. In particular, it is subject to the Underwriter not terminating the Underwriting Agreement (see "Termination of the Underwriting Agreement" below). Accordingly, the Open Offer may or may not proceed. (3) WHITEWASH WAIVER Assuming ACE has taken up its maximum obligation of 893,492,750 Offer Shares pursuant to the Underwriting Agreement, ACE and its concert parties will increase their aggregate shareholding from approximately 35.96% of the existing issued share capital of the Company to approximately 57.18% of the issued share capital of the Company as enlarged by the issue of Offer Shares (assuming all the outstanding Warrants have been exercised before the Record Date and the completion of the Open Offer). Under Rule 26 of the Takeovers Code, ACE and its concert parties, including Mr. Leung, will be required to make an unconditional mandatory general offer for all the issued Shares not already owned or agreed to be acquired by ACE or Mr. Leung or their concert parties. An application will be made by ACE to the Executive for the Whitewash Waiver, which, if granted, would be subject to the approval of the Independent Shareholders on a vote taken by way of a poll. If the Whitewash Waiver is granted and approved by the Independent Shareholders, the obligation of ACE and its concert parties, including Mr. Leung, to make an unconditional mandatory offer under Rule 26 of the Takeovers Code, will be waived. The Executive may or may not grant the Whitewash Waiver. Completion of Open Offer is conditional upon, among