10:15 A-MAX<00959> - Announcement & Resumption (4) 13-1-2005 48,525,745 1.82 2.075 0 7.49 0 (14-1-2005) Note: The number of shares in the issued share capital of the Company was 648,119,125 from 14 December 2004 to 13 January 2005 upon the exercise of convertible notes in the aggregate principal amount of HK$ 600,000 by independent third parties which resulted in the allotment of 88,249,455 shares by the Company. The Directors confirm that there was no concurrent change of Directors during the period from 14 December 2004 to 13 January 2005. The Company became aware of each of the ten disposals by Mr. Lu by the time the Company received the relevant Form 1 from Mr. Lu. In light of the enquiry made by the Listing Division of the Stock Exchange and in order to discharge the Board's fiduciary duty to ensure that public investors would be informed of price-sensitive information relating to the Company so as to maintain fair and orderly trading of the shares in the Company, the Board did consider each of these disposals every time such disposal was notified to the Company. In respect of each of the first eight disposals, the Board took the view that the information was not price sensitive and thus the Company was under no general obligation to disclose the same to the public because: (i) Mr. Lu only disposed of approximately 2 per cent. shareholding interests in the issued share capital of the Company; (ii) Mr. Lu remained the substantial shareholder and single largest shareholder of the Company after each of the disposals; (iii) Mr. Lu is not a Director, controlling shareholder or a member of the management of the Company; and (iv) Mr. Lu has disclosed each of the disposals to the public and the Stock Exchange through the Form 1 and the relevant information has already become public knowledge. As to the last two disposals on 12 January 2005 and 13 January 2005 (both of which came to the attention of the Company on 13 January 2005), the Company considers that it is under a general obligation to disclose the disposals in the announcement since after the disposals, Mr. Lu ceased to be a substantial shareholder of the Company and then ceased to be a shareholder of the Company respectively. So far as the Directors are aware, as at the date of this announcement, the Company did not have any shareholder, who is entitled to exercise, or control the exercise of, 5% or more of the voting power at any general meeting of the Company. As at the date of this announcement, the Company had outstanding convertible notes in an aggregate principal amount of HK$8,400,000, of which, HK$4,800,000, HK$1,200,000, HK$1,200,000 and HK$1,200,000 are held by Dame Fortune Investments Limited (beneficially owned by Guo Qi Li), Yiu Fuk Kei, He Chu Xing and Su Wei Fen respectively. Each of the outstanding convertible notes is in the principal amount of HK$200,000. Upon full conversion of the convertible note, the Company will issue shares of the Company that represent 5% of the then issued share capital of the Company. Dealings in the shares of the Company has been suspended at the request of the Company with effect from 9:30 a.m. on 14 January 2005 pending release of the announcement under Rule 13.10 of the Listing Rules. Application has been made by the Company for the resumption of dealings in the shares of the Company on the Stock Exchange with effect from 9:30 a.m. on 24 January 2005. Made by the order of the Company, the directors of which individually and jointly accept responsibility for the accuracy of this announcement. As at the date of this statement, the Board comprises Ng Wai Fong, Leung Kwai Hing, Kam Shuk Ling, Lam Yiu Man and Ching Mei Yee as the executive directors as well as Wong Chi Keung, Yuan Xiaoxin and Ng Wai Hung as the independent non-executive directors. By Order of the Board of A-Max Holdings Limited Ng Wai Fong Chairperson Hong Kong, 21 January 2005 * For identification purposes only