10:06 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 Ms. He Chu Xing has issued a notice to the Company dated 29 March 2005 to exercise her right to convert four CNs in the aggregate principal amount of HK$800,000 into Shares representing 17.73% of the issued share capital of the Company (as enlarged thereby). 345,572,135 Shares will be issued by the Company to the Placees at the direction of Ms. He Chu Xing and 126,897,048 Shares will be issued to Ms. He Chu Xing. The Placees and Ms. He Chu Xing 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 Ms. He Chu Xing at HK$0.81 per Share; and (ii) the Placees are independent of, and are not connected with Ms. He Chu Xing 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 Ms. He Chu Xing has issued a notice to the Company dated 29 March 2005 to exercise her right to convert four convertible notes (the "CNs") in the aggregate principal amount of HK$800,000 into 472,469,183 shares of HK$0.001 each in the capital of the Company ("Shares"), representing 17.73% of the issued share capital of the Company (as enlarged thereby). Upon conversion of the CNs in the principal amount of HK$800,000, 345,572,135 Shares will be issued by the Company to three persons (the "Placees") at the direction of Ms. He Chu Xing and the remaining 126,897,048 Shares will be issued to Ms. He Chu Xing. The Placees and Ms. He Chu Xing 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 Ms. He Chu Xing at HK$0.81 per Share; and (ii) the Placees are independent of, and are not connected with Ms. He Chu Xing and each of them is independent of each other. After the conversion, each of Ms. He Chu Xing and the Placees will hold 126,897,048 Shares, 109,618,441 Shares, 115,099,363 and 120,854,331 Shares, respectively, representing approximately 4.76%, 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 15 March 2005: No of issued Shares The issued share capital of the Company as at 15 March 2005, being the date on which the Company's last announcement was published 2,192,368,827 Events leading to issue of Shares: - Conversion of CN in the principal amount of HK$200,000 by Ms. He Chu Xing at an effective conversion price of 0.18 Hong Kong cents (Note) 109,618,441 - Conversion of CN in the principal amount of HK$200,000 by Ms. He Chu Xing at an effective conversion price of 0.17 Hong Kong cents (Note) 115,099,363 - Conversion of CN in the principal amount of HK$200,000 by Ms. He Chu Xing at an effective conversion price of 0.17 Hong Kong cents (Note) 120,854,331 - Conversion of CN in the principal amount of HK$200,000 by Ms. He Chu Xing at an effective conversion price of 0.16 Hong Kong cents (Note) 126,897,048 Total number of issued shares after completion of the events set out above 2,664,838,010 Note: The effective conversion price may not reflect the holder's actual investment costs. Save as disclosed in above, no other events which would lead to the issue of Shares or other securities of the Company since 15 March 2005