10:34 JACKLEY HOLDING<00353> - Announcement & Resumption (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. ORIENT INDUSTRIES HOLDINGS LIMITED * (formerly known as Jackley Holdings Limited) (Incorporated in the Cayman Islands with limited liability) (Stock Code: 353) PROPOSED OPEN OFFER OF NEW SHARES ON THE BASIS OF ONE OFFER SHARE FOR EVERY TWO NEW SHARES HELD ON RECORD DATE UPON THE CAPITAL REORGANISATION HAVING BECOME EFFECTIVE Financial adviser to the Company KINGSTON CORPORATE FINANCE LIMITED Underwriter KINGSTON SECURITIES LIMITED PROPOSED OPEN OFFER The Company proposes to raise HK$13.9 million before expenses, by issuing 69,500,000 Offer Shares at the price of HK$0.20 per Offer Share by way of the Open Offer, payable in full on application, on the basis of one Offer Share for every two New Shares held on the Record Date. The Open Offer will not be available to the Excluded Shareholders. To qualify for the Open Offer, all transfers of Shares must be lodged for registration with the Registrar, Tengis Limited, by 4:00 p.m. on Monday, 7 March 2005. Each of Prime Orient and Mr. Choi has undertaken to take up all its/his respective entitlements under the Open Offer (being 25,586,250 and 2,375,000 Offer Shares respectively). The estimated net proceeds from the Open Offer will be approximately HK$13 million, of which approximately HK$ 9.1 million will be applied to the repayment of outstanding indebtedness and the remaining balance of approximately HK$ 3.9 million will be used as general working capital of the Group. The Open Offer is conditional. In particular, it is subject to the Capital Reorganisation having become effective and the Underwriter not terminating the Underwriting Agreement (see "Termination of the Underwriting Agreement" below). Accordingly, the Open Offer may or may not proceed. Trading of Shares on ex-entitlement basis is expected to commence on Friday, 4 March 2005. Any person contemplating buying or selling of the Shares from now up to the date on which all conditions of the Open Offer are fulfilled will accordingly bear the risk that the Open Offer may not become unconditional and may not proceed. Investors should seek professional advice regarding dealings in Shares if they are in any doubt. The Prospectus containing, among other things, details of the Open Offer and the Application Form will be despatched to the Qualifying Holders (and the Prospectus