09:20     <00017> & <00917> - Joint Announcement & <00917> Resume (4)         

    (d)   if a notice is given by the Company to the Shareholders to          
    convene a meeting for approving the voluntary winding up of the           
    Company, other than for the purposes of a reconstruction,                 
    amalgamation or scheme of arrangement; or                                 
                                                                              
    (e)   if a petition for the winding-up of the Company is presented        
    to the applicable court.                                                  
                                                                              
    Lapsing of a Put Option                                                   
    :                                                                         
    A Put Option will lapse if it is not exercised on the Exercisable         
    Date (including where the Put Option (upon the occurrence of an           
    Accelerating Event) is not exercised within the relevant                  
    prescribed period in accordance with the terms of the Option              
    Agreements).                                                              
                                                                              
    Transferability                                                           
    :                                                                         
    A Put Option is not transferable save for the assignment in whole         
    by a grantee to its holding company, a wholly-owned subsidiary or         
    a fellow wholly-owned subsidiary of the grantee and with the prior        
    written consent of Easywin and NWD (such consent not to be                
    unreasonably withheld or delayed).                                        
                                                                              
    Listing                                                                   
    :                                                                         
    No application will be made for the listing of the Put Option on          
    the Stock Exchange or any other stock exchanges.                          
                                                                              
    REASONS FOR THE ENTERING INTO OF THE PLACING AGREEMENT AND THE            
    OPTION AGREEMENT                                                          
                                                                              
    As stated in the Rights Issue Result Announcement, following              
    completion of the Rights Issue, the number of Shares held in public       
    hands fell below 25% of the issued share capital of the Company.          
    As such, NWD and Easywin entered into the Placing Agreement with          
    the Placing Agent to place down Easywin's shareholdings in the            
    Company in order to comply with the minimum 25% public float              
    requirements under Rule 8.08 of the Listing Rules.                        
                                                                              
    Given that the Placing Price is set at a premium over the prevailing      
    market price of the Shares, NWD and Easywin will therefore enter          
    into an Option Agreement with each Placee in order to induce the          
    investors' interests in taking up the Placing Shares.                     
                                                                              
    EFFECT OF COMPLETION OF THE PLACING AGREEMENT ON THE SHAREHOLDING         
    STRUCTURE OF THE COMPANY                                                  
                                                                              
    The following table summarises the effect of completion of the            
    Placing Agreement on the shareholding structure of the Company:           
                                                                              
    Immediately before completion of the Placing Agreement                    
    (Note 1)                                                                  
    Immediately after completion of the Placing Agreement                     
    (Notes 1 & 2)                                                             
                                                                              
    Number of Shares                                                          
    %                                                                         
    Number of Shares                                                          
    %                                                                         
                                                                              
    NWD                                                                       
    2,537,632,731                                                             
    67.36                                                                     
    2,537,632,731                                                             
    67.36                                                                     
                                                                              
    Easywin                                                                   
    375,351,879                                                               
    9.96                                                                      
    113,351,879                                                               
    3.01                                                                      
                                                                              
    Other subsidiaries of NWD                                                 
    63,874,170                                                                
    1.70                                                                      
    63,874,170                                                                
    1.70                                                                      
                                                                              
    Directors                                                                 
    101,771,326                                                               
    2.70                                                                      
    101,771,326                                                               
    2.70