09:12 MAE HOLDINGS<00851> - Announcement (5) "Group" the Company and its subsidiaries "Listing Rules" the Rules Governing the Listing of Securities on the Stock Exchange "Placees" any individual(s), institutional or other professional investor(s) or any of their respective subsidiaries or associates procured by the Placing Agent to subscribe for any of the Placing Shares pursuant to the Placing Agreement "Placing" placing of 400,000,000 existing Shares beneficially owned by the Vendor at the Placing Price pursuant to the Placing Agreement "Placing Agent" Get Nice Investment Limited, a deemed licensed corporation within the meaning of the SFO, who and whose ultimate beneficial owners are independent third parties not connected with the directors, chief executive or substantial shareholder of the Company or any of its subsidiaries or associates of any of them "Placing Agreement" the placing agreement entered into between the Vendor and the Placing Agent dated 17 February 2005 in relation to the Placing "Placing Price" HK$0.016 per Shares "Placing Shares" 400,000,000 existing Shares to be placed under the Placing "SFO" the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) "Share(s)" the ordinary share(s) of HK$0.01 each in the capital of the Company "Stock Exchange" The Stock Exchange of Hong Kong Limited "Top-Up Subscription" the subscription of 400,000,000 new Shares pursuant to the terms of the Top-Up Subscription Agreement "Top-Up Subscription Agreement" the subscription agreement between the Vendor and the Company dated 17 February 2005 in relation to the Top-Up Subscription "Top-Up Subscription Price" HK$0.016 per Shares "Top-Up Subscription Shares" a total of 400,000,000 new Shares to be subscribed by the Vendor pursuant to the Top-Up Subscription Agreement "Vendor" HK Sky Entertainment Holdings Limited, an investment holding company incorporated in Hong Kong with limited liability in which Mr. Lo Wai Shing, Felix, the Chairman of the Board and an executive Director, holds 100% of the issued share capital "HK$" Hong Kong dollars "%" per cent. By order of the Board MAE Holdings Limited Lo Wai Shing, Felix Chairman Hong Kong, 17 February 2005 As at the date of this announcement, the Board comprises Mr. Lo Wai Shing Felix, Mr. Lau Kevin and Ms. Leung Wai Kuen Cerene as executive Directors, and Mr. Yeong Yun Hong Gary, Mr. Chu Chin Fan and Ms. Yan Po Kwan as independent non-executive Directors.