09:28 U-RIGHT INT'L<00627> - Announcement & Resumption (6) the Prospectus; (f) the posting of copies of the Prospectus Documents to the Qualifying Holders and the posting of the Prospectus stamped "For information only" to the Excluded Shareholders, in each case, on the date of the Prospectus; (g) the Listing Committee of the Stock Exchange (a) agreeing to grant the listing of, and permission to deal in, the Offer Shares, either unconditionally or subject to such conditions which the Underwriter in its opinion accepts and the satisfaction of such conditions (if any); and (b) not having withdrawn or revoked such listing and permission on or before dealing date of the Offer Shares on the Stock Exchange; (h) if required, the Bermuda Monetary Authority having granted the permission in respect of the issue of the Offer Shares; (i) the obligations of the Underwriter under the Underwriting Agreement not being terminated by the Underwriter in accordance with the terms of the Underwriting Agreement; and (j) the Shares remained listed on the Stock Exchange at all times prior to the Dealing Date, and the current listing of the Shares not having been withdrawn or the trading of the Shares not having been suspended for a consecutive period of more than 10 trading days (other than any suspension pending clearance of the announcement in relation to the Open Offer) and no indication being received before 8:00 a.m. on the Dealing Date from the Stock Exchange to the effect that such listing may be withdrawn or objected to (or conditions will or may be attached thereto) including but not limited to as a result of the Open Offer or in connection with the terms of the Underwriting Agreement or for any other reason. and so that in the event of the said conditions not being fulfilled or waived on or before the respective dates aforesaid (or such later date or dates as may be agreed between the Company and the Underwriter) or if the Underwriting Agreement shall be rescinded pursuant to the terms of the Underwriting Agreement, all obligations and liabilities of the parties thereunder shall forthwith cease and determine and no party shall have any claim against the others (save for any antecedent breaches hereof). Neither the Company nor the Underwriter may waive conditions of paragraphs (a) to (e), (g) and (h) above. WARNING OF RISKS OF DEALING IN SHARES The Open Offer is conditional upon the obligations of the Underwriter under the Underwriting Agreement having become unconditional and the Underwriter not having terminated the Underwriting Agreement in accordance with the terms thereof. Shareholders and potential investors should therefore exercise caution when dealing in Shares, and if they are in any doubt about their positions, they should consult their professional advisers. Shareholders should note that Shares will be dealt in on an ex-entitlement basis commencing from Wednesday, 22 June 2005 and that dealings in Shares will take place while the conditions to which the Open Offer is subject remain unfulfilled. Any Shareholder or other person dealing in Shares up to the date on which all conditions to which the Open Offer is subject are fulfilled, will accordingly bear the risk that the Open Offer cannot become unconditional and may not proceed. Any Shareholder or other person contemplating selling or purchasing Shares who is in any doubt about his/her/its position is recommended to consult his/her/its own professional adviser. Shareholding structure of the Company: The following is the shareholding structure of the Company immediately before and after completion of the Open Offer (assuming none of the outstanding Warrants will be exercised before the Record Date): Immediately after Immediately after completion of the completion of the Open Offer (assuming all Immediately before Open Offer (assuming Qualifying Holders take up completion of the no Qualifying Holder their respective entitlements Open Offer takes up their entitlement) under the Open Offer) Shares Per cent. Shares Per cent. Shares Per cent. (approximately)