09:11     MAE HOLDINGS<00851> - Announcement (1)                              

    The Stock Exchange of Hong Kong Limited takes no                          
    responsibility for the contents of this announcement, makes               
    no representation as to its accuracy or completeness and                  
    expressly disclaims any liability whatsoever for any loss                 
    howsoever arising from or in reliance upon the whole or any               
    part of the contents of this announcement.                                
                                                                              
    MAE HOLDINGS LIMITED                                                      
    (Incorporated in Bermuda with limited liability)                          
    (Stock Code: 851)                                                         
                                                                              
    PLACING OF EXISTING SHARES                                                
    AND                                                                       
    TOP-UP SUBSCRIPTION OF NEW SHARES                                         
                                                                              
    Financial Adviser                                                         
    GET NICE CAPITAL LIMITED                                                  
                                                                              
    Placing Agent                                                             
    GET NICE INVESTMENT LIMITED                                               
                                                                              
    On 17 February 2005, the Vendor entered into the Placing                  
    Agreement and the Top-Up Subscription Agreement with the                  
    Placing Agent and the Company respectively. Pursuant to the               
    Placing Agreement, the Vendor agreed to place, through the                
    Placing Agent an aggregate of 400,000,000 existing Shares,                
    on a fully underwritten basis, to not fewer than six placees              
    (being independent individual, corporation and/or                         
    institutional investors to be identified by the Placing Agent             
    and who will be independent third parties not connected with              
    the directors, chief executive or substantial shareholders                
    of the Company or any of its subsidiaries or associates of                
    any of them), at a price of HK$0.016 per Share. Pursuant to               
    the Top-Up Subscription Agreement, the Vendor conditionally               
    agreed to subscribe for an aggregate of 400,000,000 new Shares            
    at a price of HK$0.016 per Share.                                         
                                                                              
    The Placing Shares (or the Top-Up Subscription Shares) of                 
    400,000,000 Shares represent approximately 9.80% of the                   
    Company's existing issued share capital and approximately                 
    8.92% of its issued share capital as enlarged by the Top-Up               
    Subscription.                                                             
                                                                              
    The Placing Price (or the Top-Up Subscription Price) of                   
    HK$0.016 represents (i) a discount of approximately 15.79%                
    to the closing price of the Shares of HK$0.019 quoted on the              
    Stock Exchange on 17 February 2005, being the date of the                 
    Placing Agreement; (ii) a discount of approximately 9.09% to              
    the average closing price of the Shares of HK$0.0176 quoted               
    on the Stock Exchange for the five consecutive trading days               
    immediately prior to 17 February 2005; and (iii) a discount               
    of approximately 8.57% to the average closing price of the                
    Shares of HK$0.0175 quoted on the Stock Exchange for the ten              
    consecutive trading days immediately prior to 17 February                 
    2005.                                                                     
                                                                              
    The gross proceeds from the Top-Up Subscription will be HK$6.4            
    million and net proceeds from the Top-Up Subscription of                  
    approximately HK$6.23 million will be used as general working             
    capital of the Group.                                                     
                                                                              
    The Placing is unconditional. The Top-Up Subscription is                  
    conditional, among other things, (1) the Listing Committee                
    of the Stock Exchange granting the listing of, and permission             
    to deal in, the Top-Up Subscription Shares and (2) completion             
    of the Placing.                                                           
                                                                              
    PLACING AGREEMENT DATED 17 FEBRUARY 2005                                  
                                                                              
    Parties Involved:                                                         
    The Placing Agent and the Vendor                                          
                                                                              
    Placing Agent and Placees:                                                
    Get Nice Investment Limited and its ultimate beneficial                   
    owners are and the Placees and their ultimate beneficial                  
    owners, being independent individual, corporation and/or                  
    institutional investors to be identified by the Placing Agent,            
    will be independent third parties not connected with the                  
    directors, chief executive or substantial shareholders of the             
    Company or any of its subsidiaries or associates of any of                
    them.                                                                     
                                                                              
    The Placing Shares will be placed to not less than six Placees.           
    It is expected that none of the Placees will become                       
    substantial shareholder of the Company immediately after the              
    Placing.