09:55 LINFAIR HOLDINGS LIMITED<00462> - Announcement (2) The Share Offer consists of the Placing and the Public Offer. The 75,000,000 Shares offered comprise 67,500,000 Placing Shares (subject to re-allocation) being initially offered under the Placing and 7,500,000 Public Offer Shares (subject to re-allocation) being initially offered under the Public Offer. Up to a maximum of 750,000 Public Offer Shares, representing 10% of the total number of Shares initially available under the Public Offer are available for subscription by full-time employees of the Group (excluding the directors or the chief executive of the Company and its subsidiaries, the existing beneficial owners of Shares and their respective associates) on a preferential basis. The allocation of the Offer Shares between the Public Offer and the Placing is subject to reallocation adjustment which in turn depends on the level of subscription of the Public Offer. Should the Public Offer is under-subscribed, the Lead Manager may, in its discretion, reallocate all or any unsubscribed Shares originally under the Public Offer to the Placing in the manner as it considers appropriate. The Offer Price will not be more than HK$1.06 per Offer Share and expected to be not less than HK$0.88 per Offer Share (the ``Indicative Offer Price Range''). Applicants under the Public Offer should pay, on application, the maximum price of HK$1.06 per Offer Share and 1% brokerage, 0.005% Stock Exchange trading fee, 0.005% SFC transaction levy and 0.002% SFC investor compensation levy. The Lead Manager (for itself and on behalf of the Underwriters) may, with the consent of the Company, reduce the Indicative Offer Price Range at any time prior to the morning of the last day for lodging applications under the Public Offer. In such a case, notice of the reduction in the Indicative Offer Price Range will be published in South China Morning Post (in English) and Hong Kong Economic Times (in Chinese) not later than the morning of the day which is the last day for lodging applications under the Public Offer. If applications for the Offer Shares have been submitted prior to the last day for lodging applications under the Public Offer, such applications cannot be subsequently withdrawn even if the Offer Price is so reduced. If, for any reason, the Offer Price is not agreed upon between the Lead Manager (for itself and on behalf of the Underwriters) and the Company by the Price Determination Time (expected to be at or before 5:00 p.m. (Hong Kong time) on 2nd June, 2005, the Share Offer will not proceed and will lapse. Applications for the Public Offer Shares will only be considered on the basis of the Prospectus and the PINK, WHITE or YELLOW application forms in accordance with the relevant provisions of the Prospectus. Multiple or suspected multiple applications and any application on a PINK, WHITE or YELLOW application form for more than the total number of the Public Offer Shares initially made available for subscription under the Public Offer will be rejected and only one application on either a WHITE or YELLOW application form, together with any one application on a PINK application form (for eligible full-time employees of the Group) may be made for the benefit of any person. In addition, applicants are required to undertake with and confirm to the Company, the Joint Sponsors and the Underwriters that they or the relevant beneficial owner(s) have not indicated and will not indicate an interest for, and have not received or been placed or allotted (including conditionally and/or provisionally) with, any Placing Shares under the Placing. Applications where cheques or banker's cashier orders are dishonoured upon first presentation are liable to be rejected. The Share Offer is conditional upon fulfilment of the conditions as stated in the paragraph headed ``Conditions of the Share Offer'' under the section headed ``Structure of the Share Offer'' in the Prospectus. If the conditions are not fulfilled prior to 26th June, 2005 (or such later date as the Joint Sponsors on behalf of the Underwriters and the Company may agree), all application monies received from applicants under the Public Offer will be refunded, WITHOUT INTEREST, on the terms set out under the paragraph headed ``Refund of your application moneys'' on the related application forms. Applicants who would like to be allotted the Public Offer Shares in their own names should complete and sign the WHITE application forms. Applicants who would like to have the allotted Public Offer Shares issued in the name of HKSCC Nominees Limited and deposited directly into CCASS for the credit of their CCASS Investor Participant stock accounts or the stock accounts of their designated CCASS Participants should complete and sign the YELLOW application forms, copies of which, together with copies of the Prospectus, may be obtained during normal business hours from 9:00 a.m. on 27th May, 2005 until 12:00 noon on 1st June, 2005 at the Depository Counter of HKSCC at 2nd Floor, Vicwood Plaza, 199 Des Voeux Road Central, Hong Kong or the Customer Service Centre of HKSCC at Upper Ground Floor, V-Heun Building, 128--140 Queen's Road Central, Hong Kong. Copies of the Prospectus, together with the PINK application forms, have also been made available to full-time employees of the Group. The PINK application forms, completed in accordance with the instructions printed thereon and accompanied by the appropriate remittance cheques or banker's cashier orders, must be returned to the Company's secretary at Rooms 1910--12, 19th Floor, Block B, MP Industrial Centre, 18 Ka Yip Street, Chai Wan, Hong Kong by no later than 4:00 p.m., on 31st May, 2005.