10:22     139 HOLDINGS<00139>-Announcement & Resumption of Trading(10)        

    party in respect of any matter or thing arising out of or in              
    connection with the Placing Agreements. Further announcement              
    will be made by the Company in the event the Placing Agent                
    exercises its discretion to terminate the Placing Agreements              
    on any of the above grounds.                                              
                                                                              
    APPLICATION FOR LISTING                                                   
                                                                              
    Application will be made by the Company to the Listing Committee          
    for the listing of, and permission to deal in, the Placing Shares.        
                                                                              
    REASONS FOR THE PLACING AGREEMENTS                                        
                                                                              
    By entering into the Placing Agreements, the Group can raise              
    capital to further strengthen its financial position. Assuming            
    all the Placing Shares are sold in full under the Best Effort             
    Placing, the gross proceeds of the Placing is HK$128 million              
    and the net proceeds of the Placing is estimated to be                    
    approximately HK$125.4 million and will be used as to                     
    approximately HK$62.7 million for the Proposed Acquisition and            
    as to the balance of approximately HK$62.7 million for general            
    working capital purposes of the Group.                                    
                                                                              
    In the event that the Placing proceeds but the Proposed                   
    Acquisition does not proceed, the Directors will seek other               
    investment opportunities to invest the proceeds of the Placing.           
                                                                              
    The Company has not conducted any fund raising activities during          
    the 12-month period immediately preceding the date of this                
    announcement and the Placing Agreements.                                  
                                                                              
    EFFECTS ON SHAREHOLDING STRUCTURE                                         
                                                                              
    Set out below are the potential changes to the shareholding               
    structure of the Company as a result of the Placing and the               
    exercise in full of the Convertible Notes:                                
                                                                              
            Assuming Completion                                               
            of the Placing but before       Assuming exercise                 
            exercise of the of Convertible                                    
    Name of Shareholders    Existing        Convertible Notes       Notes in  
    full                                                                      
    Shares  %       Shares  %       Shares  %                                 
                                                                              
    Mr Wong Howard (ii)     212,990,000     2.28    212,990,000     1.60      
            212,990,000     1.35                                              
    Mr Wong Yat Fat (ii)    212,990,000     2.28    212,990,000     1.60      
            212,990,000     1.35                                              
    Mr Wu Qing (ii) 212,990,000     2.28    212,990,000     1.60              
            212,990,000     1.35                                              
    Holder(s) of Convertible Notes (iii)    -       -       -       -         
            2,500,000,000   15.79                                             
    Public                                                                    
    Other Shareholders      8,693,460,478   93.16   8,693,460,478             
            65.20   8,693,460,478   54.90                                     
    Placees -       -       4,000,000,000   30.00   4,000,000,000   25.26     
                                                                              
                                                                              
    Total   9,332,430,478   100.00  13,332,430,478  100.00                    
            15,832,430,478  100.00                                            
                                                                              
                                                                              
    Notes:                                                                    
                                                                              
    (i)     The above table is prepared based on the assumption that the      
    2,000,000,000 Shares under the Best Effort Placing Agreement              
    are sold in full. The above structure is subject to the actual            
    number of Placing Shares sold under the Best Effort Placing               
    Agreement.                                                                
                                                                              
    (ii)    Mr Wong Howard, Mr Wong Yat Fat and Mr Wu Qing are