09:11     MAE HOLDINGS<00851> - Announcement (2)                              

    Number of Placing Shares:                                                 
    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.                                                             
                                                                              
    Placing Price:                                                            
    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 Placing Price was negotiated on arm's length basis among              
    the Company, the Vendor and the Placing Agent. To the extent              
    the Top-Up Subscription Price equals to the Placing Price,                
    the Directors consider that the Placing Price is fair and                 
    reasonable based on current market conditions and in the                  
    interest of the Company and its shareholders as a whole. The              
    gross proceeds from the Placing is HK$6.4 million.                        
                                                                              
    The net price per Placing Share is approximately HK$0.0156.               
                                                                              
    Underwriting commission payable to the Placing Agent:                     
    The Placing is fully underwritten by the Placing Agent with               
    underwriting commission calculated as 1.75% of the amount                 
    equal to the Placing Price multiplied by the number of the                
    Placing Shares.                                                           
                                                                              
    Condition of the Placing                                                  
    The Placing is unconditional.                                             
                                                                              
    THE TOP-UP SUBSCRIPTION AGREEMENT DATED 17 FEBRUARY 2005                  
                                                                              
    Parties Involved:                                                         
    The Company and the Vendor                                                
                                                                              
    The Top-Up Subscription Price:                                            
    The Top-Up Subscription Price is HK$0.016 per Share. The                  
    Top-Up Subscription Price is the same to the Placing Price                
    and was determined after arm's length negotiation between the             
    Company and the Vendor with reference to the Placing Price                
    of the Placing Shares.                                                    
                                                                              
    Number of Top-Up Subscription Share:                                      
    The number of Top-Up Subscription Shares is equivalent to the             
    number of Placing Shares, being 400,000,000 Shares.                       
                                                                              
    Ranking of Top-Up Subscription Shares:                                    
    The Top-Up Subscription Shares, when issued and fully paid,               
    will rank pari passu in all respects among themselves and with            
    the existing issued Shares.                                               
                                                                              
    Conditions of the Top-Up Subscription:                                    
    The Top-Up Subscription is conditional upon:                              
                                                                              
    1.    the Listing Committee of the Stock Exchange granting                
    listing of, and permission to deal in, all of the Top-Up                  
    Subscription Shares;                                                      
                                                                              
    2.    completion of the Placing; and                                      
                                                                              
    3.    if required, the Bermuda Monetary Authority granting                
    or agreeing to grant permission to allot, issue and subsequent            
    transfer of the Top-Up Subscription Shares pursuant to the                
    Top-Up Subscription.                                                      
                                                                              
    The Top-Up Subscription Agreement does not provide either                 
    party the rights to waive the above conditions. However, to               
    the best knowledge of the Directors, the approval from the                
    Bermuda Monetary Authority as referred in condition (3) above             
    is not required.                                                          
                                                                              
    Application will be made by the Company to the Stock Exchange             
    for the listing of and permission to deal in the Top-Up                   
    Subscription Shares.