09:20 <00017> & <00917> - Joint Announcement & <00917> Resume (2) Suspension and resumption of trading in the Shares on the Stock Exchange Trading in the Shares on the Stock Exchange was suspended with effect from 9:30 a.m. on Tuesday, 24 May 2005 at the request of the Company pending the release of this announcement. Application has been made by the Company for the resumption of trading in the Shares on the Stock Exchange with effect from 9:30 a.m. on Thursday, 26 May 2005. As the placing of the Placing Shares may or may not be consummated, investors are advised to exercise caution when dealing in the Shares. PLACING AGREEMENT 1. Parties to the Placing Agreement (1) Easywin, as vendor (2) NWD (3) Tai Fook Securities Company Limited, as placing agent 2. Principal terms of the Placing Agreement Placing Shares : Up to a maximum of 262 million existing Shares will be placed through the Placing Agent to Independent Third Parties on a best effort basis. Assuming all the 262 million existing Shares are successfully placed, the Placing Shares will represent approximately 6.95% of the issued share capital of the Company as at the date of this announcement. Placing Price : HK$2.90 per Share, representing: (i) a premium of approximately 6.42% over the closing price of HK$2.725 per Share as quoted on the Stock Exchange as at 23 May 2005, being the last trading day of the Shares on the Stock Exchange prior to the suspension of the trading in the Shares on the Stock Exchange; (ii) a premium of approximately 2.47% over the 10-day average closing price of HK$2.830 per Share for the last 10 consecutive trading days up to and including 23 May 2005 as quoted on the Stock Exchange; and (iii) a premium of approximately 3.42% over the 30-day average closing price of approximately HK$2.804 per Share for the last 30 consecutive trading days up to and including 23 May 2005 as quoted on the Stock Exchange. The Placing Price was determined after arm's length negotiations between Easywin, NWD and the Placing Agent which have taken into account the intrinsic value of the Put Option to be granted by Easywin to the Placees. Placees : All being Independent Third Parties. Each of the Placees is not financed directly or indirectly by a connected person of the Company for the purchase of the Placing Shares. Completion : The Placing Agreement is not subject to any conditions and is expected to be completed on or before 3 June 2005. Ranking : The Placing Shares rank pari passu in all respects with the existing issued Shares as at the date of the Placing Agreement. The holders of the Placing Shares have the rights to (i) attend and vote at general meetings of the Company; and (ii) receive dividend declared by the Company by virtue of them being holders of the Shares. Lock-up : There is no lock-up period imposed on the Placees in respect of the Placing Shares pursuant to the Placing Agreement and the rights of the Placees to exercise the Put Options will not be lost even if the Placees have sold all of their Placing Shares.