11:10 MAXX BIOSCIENCE<00512>-Announcement&Resumption of Trading-12 Pursuant to the terms of the Early Redemption Agreement, if the Company repays Convertible Notes and the Promissory Notes on or before 31 March 2005, the Company will be able to redeem the Convertible Notes and the Promissory Notes in full at a 10% discount to the principal sum of both the Convertible Notes and the Promissory Notes. Payton Place will also waive all accrued interest and future interest payable by the Company under the Convertible Notes and the Promissory Notes. The Company estimates that there will be a saving of approximately HK$9.34 million (of which HK$7.8 million being the 10% of the aggregate principal sum waived by Payton Place and the accrued interest of approximately HK$1.54 million up to the end of March 2005 to be waived by Payton Place) as a result of the Early Redemption. Having considered (1) the saving of 10% in principal amount of Convertible Notes and Promissory Notes together with the saving of interests which in aggregate amounts to approximately HK$9.34 million and (2) upon redemption of the Convertible Notes and the Promissory Notes in full, the gearing level of the Group will be reduced and the Group's future cash flow position and balance sheet will be enhanced by reducing its indebtedness, the Directors consider that it is an appropriate moment for the Company to enter into the Early Redemption Agreement which is in the interests of the Company and the Shareholders as a whole. INFORMATION ON THE GROUP The Company and its subsidiaries are principally engaged in i) investment holding; ii) manufacturing, trading and distribution of health products, health drinks and pharmaceutical products; and iii) development of drug products. GENERAL Vision Ocean, which is wholly owned by Ms. Lo, is the Controlling Shareholder of the Company holding 130,004,818 Shares as at the Announcement Date, representing approximately 36.32% of the existing issued share capital of the Company. Ms. Lo is also the Chairman of the Company and a Director. Ms. Lo , Vision Ocean and their Associates will abstain from voting at the SGM for approving the Open Offer as required under the Listing Rules. An independent board committee will be established to consider the Open Offer to give a recommendation to the Independent Shareholders. South China Capital Limited has been appointed to advise the independent board committee and Independent Shareholders of the Company regarding the Open Offer. A circular containing, among other things, details of the Early Redemption and the Open Offer, the advice from South China Capital Limited as the independent financial adviser to the independent board committee and Independent Shareholders of the Company in respect of the Open Offer, the recommendation of the independent board committee of the Company in relation to the Open Offer and the notice of the meetings will be despatched to the Shareholders as soon as practicable. SUSPENSION AND RESUMPTION OF TRADING At the request of the Company, trading in the Shares on the Stock Exchange was suspended with effect from 9:47 a.m. on Monday, 20 December 2004 pending the issue of this announcement. Application has been made to the Stock Exchange for resumption in trading in the Shares on the Stock Exchange with effect from 9:30 a.m. on Friday, 7 January 2005. DEFINITIONS The following defined terms are used in this announcement:- `Announcement Date' 6 January 2005, date of this announcement `associates' has the meaning ascribed thereto in the Listing Rules `Assured Allotment Letter(s)' the assured allotment letters to be used in connection with the Open Offer `business day' a day on which banks in Hong Kong are open for general business other than a Saturday or Sunday or a day on which a black rainstorm warning or tropical cyclone warning signal number 8 or above is hoisted in Hong Kong at any time between 9:00 a.m. and 12:00 noon and is not lowered at or before 12:00 noon `Board' the board of Directors `Bye-laws' the bye-laws of the Company in force from time to time `Company' MAXX Bioscience Holdings Limited, an exempted company incorporated in Bermuda with limited liability, the Shares