09:30 A-MAX<00959> - Announcement (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. A-MAX HOLDINGS LIMITED (incorporated in Bermuda with limited liability) (Stock code: 959) EXERCISE OF CONVERTIBLE NOTES The Board is pleased to announce that Mr. Ng Wai Cheung has issued a notice to the Company dated 14 March 2005 to exercise his right to convert seven CNs in the aggregate principal amount of HK$1,400,000 into Shares representing 28.93% of the issued share capital of the Company (as enlarged thereby). 529,894,715 Shares will be issued by the Company to the Placees at the direction of Mr. Ng Wai Cheung and 104,398,515 Shares will be issued to Mr. Ng Wai Cheung. The Placees and Mr. Ng Wai Cheung are independent of, and are not connected with the directors, chief executive and substantial shareholders of the Company, its subsidiaries and their respective associates. The Company was informed that (i) the Placees acquired the interest from Mr. Ng Wai Cheung at HK$0.95 per Share; and (ii) the Placees are independent of, and are not connected with Mr. Ng Wai Cheung and each of them is independent of each other. The board (the "Board") of directors of A-Max Holdings Limited (the "Company") is pleased to announce that Mr. Ng Wai Cheung has issued a notice to the Company dated 14 March 2005 to exercise his right to convert seven convertible notes (the "CNs") in the aggregate principal amount of HK$1,400,000 into 634,293,230 shares of HK$0.001 each in the capital of the Company ("Shares"), representing 28.93% of the issued share capital of the Company (as enlarged thereby). Mr. Ng Wai Cheung completed the acquisition of the CNs from Dame Fortune Investments Limited on 9 March 2005. Upon conversion of the CNs in the principal amount of HK$1,400,000, 529,894,715 Shares will be issued by the Company to seven persons (the "Placees") at the direction of Mr. Ng Wai Cheung and the remaining 104,398,515 Shares will be issued to Mr. Ng Wai Cheung. The Placees and Mr. Ng Wai Cheung are independent of, and are not connected with the directors, chief executive and substantial shareholders of the Company, its subsidiaries and their respective associates. The Company was informed that (i) the Placees acquired the interest from Mr. Ng Wai Cheung at HK$0.95 per Share; and (ii) the Placees are independent of, and are not connected with Mr. Ng Wai Cheung and each of them is independent of each other. After the conversion, each of Mr. Ng Wai Cheung and the Placees will hold 104,398,515 Shares, 57,903,779 Shares, 20,000,000 Shares, 81,798,968 Shares, 85,888,917 Shares, 90,183,363 Shares, 94,692,531 Shares and 99,427,157 Shares, respectively, representing approximately 4.76%, 2.64%, 0.91%, 3.73%, 3.92%, 4.11%, 4.32% and 4.54% of the issued share capital of the Company (as enlarged thereby) respectively. Changes in the issued shares of the Company since 7 March 2005: No of issued Shares The issued share capital of the Company as at 7 March 2005, being the date on which the Company's last announcement was published 1,558,075,597 Events leading to issue of Shares: - Conversion of CN in the principal amount of HK$200,000 by Mr. Ng Wai Cheung at an effective conversion price of 0.26 Hong Kong cents (Note) 77,903,779 - Conversion of CN in the principal amount of HK$200,000 by Mr. Ng Wai Cheung at an effective conversion price of 0.24 Hong Kong cents (Note) 81,798,968- Conversion of CN in the principal amount of HK$200,000 by Mr. Ng Wai Cheung at an effective conversion price of 0.23 Hong Kong cents (Note) 85,888,917 - Conversion of CN in the principal amount of HK$200,000 by Mr. Ng Wai Cheung at an effective conversion price of 0.22 Hong Kong cents (Note) 90,183,363 - Conversion of CN in the principal amount of HK$200,000 by Mr. Ng Wai Cheung at an effective conversion price of 0.21 Hong Kong cents (Note) 94,692,531 - Conversion of CN in the principal amount of HK$200,000 by Mr. Ng Wai Cheung at an effective conversion price of 0.20 Hong Kong cents (Note) 99,427,157