09:45     STONE HOLDINGS<00409> - Announcement (9)                            

    under the PRC laws and in the event of any breach or                      
    default, MTY WFOE can take legal action against such                      
    individuals and/or Beijing MTY. However, there is no                      
    assurance that MTY WFOE is able to reclaim all of the                     
    interests in the event of any breach or default.                          
                                                                              
    Pursuant to the Loan Agreements, MTY WFOE will advance                    
    non-interest bearing loans in the aggregate amount                        
    of RMB3,500,000 (equivalent to approximately                              
    HK$3,302,000), RMB4,000,000 (equivalent to                                
    approximately HK$3,774,000) and RMB2,500,000                              
    (equivalent to approximately HK$2,358,000) to                             
    Individual A, Individual B and Individual C                               
    respectively for the sole purpose of his/her                              
    investment in Beijing MTY.                                                
                                                                              
    Pursuant to the Share Pledge Agreement, each of                           
    Individual A, Individual B and Individual C will                          
    pledge their respective interests in Beijing MTY to                       
    MTY WFOE as security for guaranteeing their                               
    performances under the Option Agreement.                                  
                                                                              
    Pursuant to the Option Agreement, each of Individual                      
    A, Individual B and Individual C will grant an option                     
    to MTY WFOE to acquire from them their respective                         
    interests in Beijing MTY in consideration of RMB1                         
    respectively as and when MTY WFOE's investment in                         
    Beijing MTY is allowed under PRC laws and regulations.                    
                                                                              
    Pursuant to the Undertakings, each of Individual A,                       
    Individual B and Individual C will undertake to MTY                       
    WFOE to vote their interests in Beijing MTY as                            
    directed by MTY WFOE.                                                     
                                                                              
    Pursuant to the Service Agreement, Beijing MTY will                       
    engage MTY WFOE to provide management and other                           
    supporting services in connection with Beijing MTY's                      
    wireless telecommunication VAS business and in return,                    
    MTY WFOE will charge Beijing MTY a monthly service                        
    fee for such services rendered.                                           
                                                                              
    Pursuant to the Asset Transfer Agreement, Beijing MTY                     
    will transfer certain intellectual properties such                        
    as patents and trademarks in relation to the wireless                     
    telecommunication VAS business of Beijing MTY and                         
    office equipment from Beijing MTY to MTY WFOE.                            
                                                                              
                                                                              
    Pursuant to the Licensing Agreement, MTY WFOE will                        
    license to Beijing MTY the rights to use its                              
    intellectual properties in relation to the wireless                       
    telecommunication VAS business.                                           
                                                                              
    Corporate structure                                                       
    The following chart sets out the corporate structure                      
    of the MTY Group upon completion of the Sale and                          
    Purchase Agreement:                                                       
                                                                              
                                                                              
                                                                              
    Business                                                                  
    Established in 2003 and headquartered in Beijing,                         
    Beijing MTY is mainly engaged in the wireless                             
    telecommunication VAS business in the PRC, providing                      
    location-based and leisure-oriented wireless                              
    information services to the general public of the PRC,                    
    and delivering mobile data solutions to commercial                        
    enterprises through its nation-wide data and voice                        
    network platforms.                                                        
                                                                              
    Beijing MTY currently employs approximately 480 staff                     
    across its headquarters in Beijing and 24