10:36     JACKLEY HOLDING<00353> - Announcement & Resumption (4)              

    Capital Reorganisation has become effective) and another with             
    a registered address in the British Virgin Islands holding                
    71,775,000 Shares (equivalent to 7,177,500 New Shares assuming            
    the Capital Reorganisation has become effective)).                        
                                                                              
    The Company will comply with all necessary requirements                   
    specified in Rule 13.36(2)(a) (including notes 1 & 2) of the              
    Listing Rules and will only exclude from the Open Offer those             
    Shareholders whose addresses on the register of members of the            
    Company on the Record Date are outside Hong Kong and who the              
    Directors, after making enquiry regarding the legal restrictions          
    under the laws of the relevant places and the requirements of             
    the relevant regulatory bodies or stock exchanges, consider it            
    necessary or expedient to do so. The basis of exclusion of such           
    Shareholders (if any, on the Record Date) from the Open Offer,            
    if any, will be disclosed in the Prospectus.                              
                                                                              
    The Company will send the Prospectus to the Excluded Shareholders         
    for their information only. The Company will not send the                 
    Application Form to the Excluded Shareholders. Those                      
    entitlements of the Excluded Shareholders under the Open Offer            
    will be taken up by the Underwriter.                                      
                                                                              
    Application for listing:                                                  
                                                                              
    The Company will apply to the Listing Committee of the Stock              
    Exchange for the listing of, and permission to deal in, the Offer         
    Shares. Dealings in the Offer Shares will be subject to the               
    payment of stamp duty in Hong Kong.                                       
                                                                              
    Underwriting Agreement:                                                   
                                                                              
    Pursuant to the Underwriting Agreement, the Underwriter has               
    agreed to underwrite 41,538,750 Offer Shares.                             
                                                                              
    The Underwriter and its ultimate beneficial owners are not                
    connected persons (as defined in the Listing Rules) of the                
    Company and are independent of the Company and its connected              
    persons (as defined in the Listing Rules). The Company will pay           
    to the Underwriter an underwriting commission calculated at 2.5           
    % of the aggregate Subscription Price of the 41,538,750                   
    Underwritten Shares.                                                      
                                                                              
    Undertakings of Prime Orient and Mr. Choi:                                
                                                                              
    Prime Orient is beneficially interested in 511,725,000 Shares             
    (or 51,172,500 New Shares assuming the Capital Reorgansation              
    has become effective) as at the date of this announcement                 
    (representing about 36.81% of the entire issued share capital             
    of the Company). Prime Orient has undertaken to the Company and           
    the Underwriter that it will up to and inclusive of the latest            
    date for application of the Offer Shares remain the beneficial            
    owner of 511,725,000 Shares and following the Capital                     
    Reorganisation, 51,172,500 New Shares and will subscribe for              
    its entitlement in full in respect of such New Shares under the           
    Open Offer.                                                               
                                                                              
    Mr. Choi is beneficially interested in 47,500,000 Shares (or              
    4,750,000 New Shares assuming the Capital Reorganisation has              
    become effective) as at the date of this announcement                     
    (representing about 3.42% of the entire issued share capital              
    of the Company). Mr. Choi has undertaken to the Company and the           
    Underwriter that he will up to and inclusive of the latest date           
    for application of the Offer Shares remain the beneficial owner           
    of 47,500,000 Shares and following the Capital Reorganisation,            
    4,750,000 New Shares and will subscribe for his entitlement in            
    full in respect of such New Shares under the Open Offer.                  
                                                                              
    Termination of the Underwriting Agreement: