connected transaction subscription of new shares proposed grant of ...

FUND RAISING ACTIVITY OF THE COMPANY IN THE 12 MONTHSIMMEDIATELY PRECEDING THE DATE OF THIS ANNOUNCEMENTThe Company had not undertaken any fund raising exercise in the 12 monthsimmediately prior to the date of this announcement.GENERALAn Independent Board Committee (comprising all the independent non-executiveDirectors) has been formed to advise the Independent Shareholders (i) as to whetherthe Subscription Agreement and the transactions contemplated thereunder (includingthe allotment and issue of the Subscription Shares to the Subscriber pursuant to theSubscription), the proposed grant of the Specific Mandate and the Whitewash Waiverare on normal commercial terms, in the ordinary and usual course of business, fair andreasonable and in the interests of the Company and the Shareholders as a whole, and (ii)on how to vote, taking into account the recommendations of the Independent FinancialAdviser.In this connection, the Independent Financial Adviser has been appointed to advise theIndependent Board Committee and the Independent Shareholders. The appointmentof the Independent Financial Adviser has been approved by the Independent BoardCommittee. The Independent Board Committee will formally provide their views in thecircular to be sent to the Independent Shareholders after considering the advice of theIndependent Financial Adviser.A circular containing, among other matters, further information on (i) the SubscriptionAgreement and the transactions contemplated thereunder (including the allotment andissue of the Subscription Shares pursuant to the Subscription), the proposed grant ofthe Specific Mandate and the Whitewash Waiver); (ii) the recommendation of theIndependent Board Committee to the Independent Shareholders; (iii) a letter fromthe Independent Financial Adviser containing their advice to the Independent BoardCommittee and the Independent Shareholders; and (iv) a notice of the SGM will bedespatched to the Shareholders in accordance with the GEM Listing Rules and theTakeovers Code, and is expected to be despatched on or before 21 September 2012.Completion of the Subscription is conditional upon, among other matters, theSubscription Agreement becoming unconditional in all respects and having beencompleted in accordance with its terms, and may or may not proceed. Shareholdersof the Company and investors are advised to exercise caution when dealing in thesecurities of the Company and if they are in any doubt about their position, theyshould consult their professional advisers.SUSPENSION AND RESUMPTION OF TRADING IN SHARESAt the request of the Company, trading in the Shares on GEM was suspended from 9:00a.m. on 30 August 2012 pending the release of this announcement. Application has beenmade to the Stock Exchange for the resumption of trading in the Shares on GEM from9:00 a.m. on 3 September 2012.14