10:08 GOLDIGIT ATOM<02362> - Announcement & Resumption (3) Sale Shares represent all the equity interests beneficially owned by the Vendor in the Company prior to Completion. The Sale Shares were sold to the Purchasers free from any liens, charges, encumbrances, rights of pre-emption and any other third party rights together with all rights attaching to the Sale Shares, including all dividends and distributions, if any, declared, made or paid on or after the date of this announcement. Consideration The total consideration for the Sale Shares amounts to HK$116,947,960 (equivalent to HK$0.10 per Sale Share), which has been paid in full upon Completion in accordance with the terms and conditions thereof. The Consideration was reached after arm's length negotiations and determined primarily with reference to the average closing price of approximately HK$0.1006 per Share for the 180 consecutive trading days up to and including the Last Trading Day. Completion The sale and purchase of the Sale Shares was duly completed on 23 May 2005 in accordance with the terms of the S&P Agreement. Tax Indemnities In conjunction with the S&P Agreement, the Vendor has entered into the Tax Indemnity on 23 May 2005 with and in favor of the Company and the Purchasers to provide indemnities in relation to taxation (as defined therein) falling on the Company resulting from or by reference to any income, profits, or gains earned, accrued, or received or any event or transaction on or before 31 December 2004 subject to the terms and exceptions of the Tax Indemnity. UNCONDITIONAL CASH OFFER Immediately following Completion and based on the issued share capital of the Company of 1,699,860,000 Shares as at the date of this announcement, the Offeror and parties acting in concert with it owned an aggregate of 1,169,479,600 Shares, representing approximately 68.8% of the entire issued share capital of the Company. Under Rule 26 of the Takeovers Code, the Offeror and parties acting in concert with it are obligated to make a mandatory unconditional general offer for all outstanding securities of the Company. Watterson Asia and China Everbright, as joint financial advisers to the Offeror, will make the Offer on behalf of the Offeror. As at the date of this announcement, there is no arrangement (whether by way of option, indemnity or otherwise) of the kind referred to in Note 8 to Rule 22 of the Takeovers Code in relation to shares of the Offeror, Suiko or the Company which might be material to the Offer. The Offer will be made on the terms set out below: Principal terms of the Offer For each Offer Share HK$0.10 in cash The Offer Shares were sold to the Purchasers free from any liens, charges, encumbrances, rights of pre-emption and any other third party rights together with all rights attaching to the Sale Shares, including dividends and distributions, if