09:12     MAE HOLDINGS<00851> - Announcement (4)                              

    Fully utilized in October 2004 to November 2004 as intended               
                                                                              
    Top-up placing of 130,640,000 Shares   23 December 2004                   
    HK$1.99 million   24 September 2004                                       
                                                                              
    General working capital for the purchase of raw materials used            
    in the production of finished goods of the Group                          
                                                                              
    Fully utilized in December 2004 to January 2005 as intended               
                                                                              
    The interest of the independent shareholders of the Company               
    as of the date before the above three placings exercises                  
    conducted by the Company will be diluted from 65.15% to 42.18%            
    after the completion of the Placing and the Top-Up                        
    Subscription. Given the tight liquidity position of the Group             
    as mentioned above and the lower cost of fund raising by means            
    of placings, the Directors consider these various placing                 
    exercises are in the interest of the Company and its                      
    shareholders as a whole despite of such dilution effects.                 
                                                                              
    SHAREHOLDING STRUCTURE                                                    
    As at the date of this announcement                                       
                                                                              
    Immediately after completion of the Placing but before the                
    Top-Up Subscription                                                       
                                                                              
    After completion of the Placing and the Top-Up Subscription               
       Shares   %   Shares   %   Shares   %                                   
                                                                              
    Mr. Lo Wai Shing, Felix (Note 1)   835,500,000   20.46                    
    435,500,000   10.66   835,500,000   18.63                                 
    The Placees   -   -   400,000,000   9.80   400,000,000                    
    8.92                                                                      
    Public   3,248,340,000   79.54   3,248,340,000   79.54                    
    3,248,340,000   72.45                                                     
                                                                              
    Total   4,083,840,000   100.0   4,083,840,000   100.0                     
    4,483,840,000   100.0                                                     
                                                                              
    Notes:                                                                    
                                                                              
    1.    The 835,500,000 Shares represent directors' interest                
    held through HK Sky Entertainment Holdings Limited of which               
    Mr. Lo Wai Shing, Felix, an executive Director, holds 100%                
    of the equity shares of the company. Out of the 835,500,000               
    Shares, 648,600,000 Shares were pledged by Mr. Lo Wai Shing,              
    Felix to Karl Thomson Credit Limited for financing HK Sky                 
    Entertainment Holdings Limited. HK Sky Entertainment                      
    Holdings Limited do not have any dealings in the Company's                
    shares before the Placing and Top-Up Subscription save that               
    its shareholding in the Company had been diluted from 28.78%              
    to 24.55%, from 24.55% to 21.13% and from 21.13% to 20.46%                
    by the Company's two previous placings and top-up placing as              
    announced by the Company on 1 March 2004, 12 October 2004 and             
    23 December 2004 respectively.                                            
                                                                              
    2.    To the best knowledge of the Directors, other than HK               
    Sky Entertainment Holdings Limited, there are no other                    
    substantial shareholders and connected persons of the Company             
    holding Company's shares.                                                 
                                                                              
    GENERAL                                                                   
                                                                              
    As at the date hereof, the Company has no intention to make               
    any announcement of the Group's interim or final results.                 
                                                                              
    Get Nice Capital Limited, the financial adviser to the Placing            
    and Top-Up Subscription, does not have any conflict of                    
    interest in the Placing and Top-Up Subscription.                          
                                                                              
    DEFINITIONS                                                               
                                                                              
    In the announcement, the following expressions have the                   
    meanings set out below unless the context otherwise requires.             
                                                                              
    "associate(s)"   has the meaning ascribed in the Listing Rules            
                                                                              
    "Board"   the board of Directors                                          
                                                                              
    "Business Day"   any day (excluding a Saturday) on which banks            
    generally open for business in Hong Kong                                  
                                                                              
    "Company"   MAE Holdings Limited, a company incorporated in               
    Bermuda with limited liability and the shares of which are                
    listed on the main board of the Stock Exchange                            
                                                                              
    "Director(s)"   the director(s) of the Company