09:33 SNP LEEFUNG<00623> - Announcement (5) thereto) and the delivery and filing with the Registrar of Companies in Bermuda in accordance with the requirements of the Companies Act of the Rights Issue Documents and otherwise complying with the requirements of the Companies Ordinance, the Companies Act and the Listing Rules; (b) the posting on the Posting Date of copies of the Rights Issue Documents to the Qualifying Holders; (c) the provisional allotment of the Rights Shares to the Qualifying Shareholders by posting the Rights Issue Documents to such holders no later than the Posting Date as well as the provisional allotment of the Rights Shares, which would be provisionally allotted to the Excluded Shareholders had they been Qualifying Shareholders, to a person nominated by the Company in nil-paid form by no later than the close of business on the Posting Date; (d) the Listing Committee of the Stock Exchange granting approval for listing of, and permission to deal in, the Rights Shares in their nil-paid and fully-paid forms either unconditionally or subject to such conditions which the Company accepts and the satisfaction of such conditions (if any and where relevant) by no later than the dates specified in such approval and not having withdrawn or revoked such listings and permission on or before 4:00 p.m. on the Settlement Date; (e) the Shares remaining listed on the Stock Exchange at all times prior to the Settlement Date and the current listing of the Shares not having been withdrawn or the trading of the Shares not having been suspended for a consecutive period of more than 5 trading days (other than any suspension pending clearance of this announcement) and no indication being received before 4:00 p.m. on the Settlement Date from the Stock Exchange to the effect that such listing may be withdrawn or objected to (or conditions will or may be attached thereto) including but not limited to as a result of the Rights Issue or in connection with the terms of the Underwriting Agreement or for any other reason; (f) the obligations of the Underwriter under the Underwriting Agreement not being terminated by the Underwriter in accordance with the terms thereof; (g) if required, the consent or permission from the Bermuda Monetary Authority in respect of the issue of the Rights Shares; (h) the Capital Reorganisation becoming effective; and (i) SNP having executed and honoured its obligations to take up its proportion of Rights Shares pursuant to its undertaking (see sub-section headed "Undertaking of SNP" above). In the event that the above conditions (other than conditions (d) which cannot be waived) have not been satisfied and/or waived in whole or in part by the Underwriter on or before the Posting Date or in the event that the conditions (d), (f) and (i) have not been satisfied on or before 4.00 p.m. on the Settlement Date (or in each case, such later date as the Underwriter and the Company may agree), all liabilities of the parties to the Underwriting Agreement shall cease and determine and none of the parties shall have any claim against the other save that all such reasonable costs, fees and other out-of-pocket expenses (excluding sub-underwriting fees and related expenses) as have been properly incurred by the Underwriter in connection with the underwriting of the Underwritten Shares by the Underwriter shall to the extent agreed by the Company be borne by the Company. The Underwriting Agreement Date: 25 May 2005 Underwriter: Tai Fook Securities Company Limited Tai Fook Securities Company Limited and its holding company, Tai Fook Securities Group Limited, which, to the best of the Directors' knowledge and information and having made all reasonable enquiries, are third parties independent of the Group and connected persons (as defined in the Listing Rules) of the Group Number of existing Shares in issue: 402,726,918 Shares as at the date of this announcement Number of the Rights Shares: not less than 100,681,729 Rights Shares and not more than 100,767,979 Rights Shares SNP's entitlement: 70,585,997 Rights Shares Number of Underwritten Shares: not less than 30,095,732 Underwritten Shares and not more than 30,181,982 Underwritten Shares