10:04 <00996>&<01049>-Joint Announcement&Resumption of Trading(6) to the date of this announcement. Save for the aforesaid, the Company had no fund raising activity in the past 12 months. POSSIBLE VERY SUBSTANTIAL DISPOSAL BY CASH The principal activities of CASH, the holding company of the Company, and its subsidiaries consist of (i) financial services provided via CASH Financial Services Group Limited and its subsidiaries including online and traditional brokerage of securities, options, futures, and leveraged foreign exchange contracts as well as mutual funds and insurance-linked investment products, margin financing, corporate finance and other financial services; (ii) retailing of furniture and household items via the Company; (iii) investment holding including property investment; and (v) brand management. Based on the existing shareholding structure of the Company, should the conversion right attached to the Convertible Note be exercised in full, the resultant allotment and issue of the Conversion Shares by the Company will be regarded as a deemed disposal by CASH of shareholding interest in the Company and constitutes a possible very substantial disposal for CASH under the Listing Rules, which is subject to approval by CASH Shareholders, and the Company will cease to be a subsidiary of CASH. AustChina, the subscriber of the Convertible Note, is independent of CASH and its connected persons (as defined under the Listing Rules). If the Convertible Note is converted into Conversion Shares in full, CASH will record a profit of about HK$17,507,000. Having taken into account that the share price of the Company has increased substantially recently, although the Conversion Price represents discounts to the recent closing prices, on the basis that the Conversion Price also represents (i) respective discount of about 2.2% and premium of about 12.5% to the average closing prices of about HK$0.46 per Share and HK$0.40 per Share based on the closing prices as quoted on the Stock Exchange for the 3 months and 6 months ended on 20 May 2005, and (ii) a premium of about 80% to the adjusted unaudited net asset value per Share of HK$0.25 per Share as at 20 May 2005, the directors of CASH are of the opinion that the Conversion Price is fair and reasonable and in the interests of CASH and the CASH Shareholders as a whole. GENERAL Applications will be made by the Company to the Listing Committee of the Stock Exchange for the listing of and permission to deal in the Conversion Shares. A circular containing, among other things, the details of the CN Agreement and the notice of the SGM will be despatched to the Shareholders as soon as practicable. In the SGM, resolutions will be proposed to consider, and if thought fit, to approve (i) the CN Agreement; and (ii) the increase of the authorised share capital of the Company from 1,500,000,000 Shares to 3,000,000,000 Shares. A circular containing, among other things, details of the CN Agreement and the notice of the CASH SGM will be despatched to CASH Shareholders as soon as practicable. In the CASH SGM, resolution will be proposed to consider, and if thought fit, to approve the possible deemed disposal of the shareholding interest in the Company by CASH as a result of allotment and issue of the Conversion Shares by the Company upon conversion of any part of the Convertible Note into Conversion Shares. Trading in the Shares on the Stock Exchange was suspended from 9:30 am on 23 May 2005. The Company has applied to the Stock Exchange for resumption of trading in the Shares from 9:30 am on 26 May 2005. Trading in the shares in CASH on the Stock Exchange was suspended from 9:30 am on 24 May 2005. CASH has applied to the Stock Exchange for resumption of trading in its shares from 9:30 am on 26 May 2005. DEFINITIONS "Associates" has the same meaning ascribed in the Listing Rules "AustChina" AustChina Information Technology Pyt Limited, a corporation incorporated in Australia and an independent third party, which is not a connected person of the Company as defined under the Listing Rules, and the Group did not have any past business relationship or dealing with the AustChina "Board" the board of the Directors "CASH" Celestial Asia Securities Holdings Limited, the holding company of the Company, a company incorporated in Bermuda with limited