10:36     JACKLEY HOLDING<00353> - Announcement & Resumption (5)              

    The Underwriter may terminate the Underwriting Agreement by               
    notice in writing to the Company if, prior to 4:00 p.m. on the            
    second business day immediately after the latest date for                 
    acceptance of the Offer Shares, any of the following grounds              
    of termination happens:                                                   
                                                                              
    (1)     in the reasonable opinion of the Underwriter, the success         
    of the Open Offer would be materially and adversely affected              
    by:                                                                       
                                                                              
    (a)     the introduction of any new law or regulation or any change       
    in existing law or regulation (or the judicial interpretation             
    thereof) or other occurrence of any nature whatsoever which may           
    in the reasonable opinion of the Underwriter materially and               
    adversely affect the business or the financial or trading                 
    position or prospects of the Group as a whole or is materially            
    adverse in the context of the Open Offer; or                              
                                                                              
    (b)     the occurrence of any local, national or international event      
    or change (whether or not forming part of a series of events              
    or changes occurring or continuing before, and/or after the date          
    hereof) of a political, military, financial, economic or other            
    nature (whether or not ejusdem generis with any of the foregoing),        
    or in the nature of any local, national or international outbreak         
    or escalation of hostilities or armed conflict, or affecting              
    local securities markets which may, in the reasonable opinion             
    of the Underwriter materially and adversely affect the business           
    or the financial or trading position or prospects of the Group            
    as a whole or materially and adversely prejudice the success              
    of the Open Offer or otherwise makes it inexpedient or                    
    inadvisable to proceed with the Open Offer; or                            
                                                                              
    (2)     any adverse change in market conditions (including without        
    limitation, any change in fiscal or monetary policy, or foreign           
    exchange or currency markets, suspension or material restriction          
    or trading in securities) occurs which in the reasonable opinion          
    of the Underwriter is likely to materially or adversely affect            
    the success of the Open Offer or otherwise makes it inexpedient           
    or inadvisable to proceed with the Open Offer; or                         
                                                                              
    (3)     there is any change in the circumstances of the Company or        
    any member of the Group which in the reasonable opinion of the            
    Underwriter will adversely affect the prospects of the Company,           
    including without limiting the generality of the foregoing the            
    presentation of a petition or the passing of a resolution for             
    the liquidation or winding up or similar event occurring in               
    respect of any of member of the Group or the destruction of any           
    material asset of the Group; or                                           
                                                                              
    (4)     any suspension in the trading of securities generally or the      
    Company's securities on the Stock Exchange for a period of more           
    than five consecutive business days, excluding any suspension             
    in connection with the clearance of this announcement or the              
    Prospectus Documents or other announcements or circulars in               
    connection with the Capital Reorganisation and/or the Open Offer.         
                                                                              
    If the Underwriter terminates the Underwriting Agreement, the             
    Open Offer will not proceed.                                              
                                                                              
    CONDITIONS OF THE OPEN OFFER                                              
                                                                              
    The Open Offer is conditional upon, among other things,:                  
                                                                              
    (a)     the Capital Reorganisation having become effective;               
                                                                              
    (b)     the Listing Committee of the Stock Exchange granting the          
    listing of and permission to deal in the Offer Shares;