09:47 SKY HAWK COMP<01129> - Announcement & Resumption (2) the closing price of Shares of approximately HK$0.0938 per Share over the last 5 consecutive trading days up to and including 23 May 2005; and (iii) a premium of approximately 24.38% to the average of the closing price of Shares of approximately HK$0.0804 per Share over the last 10 consecutive trading days up to and including 23 May 2005. After taking into consideration of the costs and expenses in relation to the Placing and Subscription, the net price of each Placing Share is approximately HK$0.096 per Share, representing (i) a discount of approximately 5.88% to the closing price of HK$0.102 per Share as quoted on the Stock Exchange on 23 May 2005; (ii) a premium of approximately 2.35% to the average of the closing price of Shares of approximately HK$0.0938 per Share over the last 5 consecutive trading days up to and including 23 May 2005; and (iii) a premium of approximately 19.4% to the average of the closing price of Shares of approximately HK$0.0804 per Share over the last 10 consecutive trading days up to and including 23 May 2005. The Placing Price is determined after arm's length negotiation between the Company, the Vendor and the Placing Agent and taking into account the general market conditions. The Directors consider that the Placing Price (including the discount to the closing price of the Shares as shown above on 23 May 2005, being the last trading day prior to the suspension of trading in the Shares on the Stock Exchange pending the release of this announcement) is fair and reasonable and to the best interests of the Company and its shareholders as a whole. Rights: The Placing Shares will be sold free from any third party rights. The Placees will receive all dividends and distributions declared, made or paid on or after 24 May 2005. Placees: Not less than six independent Placees Placing Agent: Emperor Securities Limited Independence of the Placees and the Placing Agent: The Placing Agent and the Placees, together with their ultimate beneficial owner(s) (if any), are and will be independent of and not connected with the Company, the directors, chief executive or substantial shareholders (as defined in the Listing Rules) of the Company or its subsidiaries or any of their respective associates. Conditions of the Placing: The Placing is unconditional. Completion of the Placing: Completion of the Placing is expected to take place on or before 27 May 2005. THE SUBSCRIPTION Date of the Subscription Agreement: 24 May 2005 Subscriber: The Vendor Number of Subscription Shares: 99,000,000 new Shares, which are equivalent to the number of the Placing Shares. Such new Shares represent 20% of the existing share capital of the Company and 16.67% of the issued share capital of the Company as enlarged by the Subscription. Subscription Price: HK$0.10 per Share, which is equivalent to the Placing Price. Ranking: The Subscription Shares, when issued and fully paid, will rank equally in all respects among themselves and with the Shares in issue as at the date of the allotment and issue of the Subscription Shares.