10:17 MAE HOLDINGS<00851>-Announcement&Resumption of Trading(2) HK Sky, its associates and concert parties including Mr. Lo Wai Shing, Felix will abstain from voting on the resolution in respect of the Rights Issue. Pursuant to Rule 7.19(6)(a) of the Listing Rules, the Directors (excluding the independent non-executive Directors) and the chief executive and their respective associates shall abstain from voting in favour of the ordinary resolution to approve the Rights Issue. WHITEWASH WAIVER In the event that the Underwriter is required to subscribe for all the Rights Shares being underwritten, the Underwriter and parties acting in concert with it will be obliged to make a mandatory general offer for all the Consolidated Shares not already owned or agreed to be acquired by them pursuant to Rule 26 of the Takeovers Code unless the Whitewash Waiver is granted by the Executive, which is subject to the approval of the Independent Shareholders. HK Sky, its associates and concert parties including Mr. Lo Wai Shing, Felix will abstain from voting on the resolution in respect of the Whitewash Waiver at the special general meeting of the Company where voting is taken on a poll. It is one of the conditions of the Underwriting Agreement that the Whitewash Waiver be obtained. If the Whitewash Waiver is not approved by the Independent Shareholders, the Underwriting Agreement will not become unconditional and the Rights Issue will not proceed. Any Shareholders or other persons contemplating selling or purchasing Existing Shares and/or Consolidated Shares and/or nil-paid Rights Shares up to the date when the conditions of the Rights Issue are fulfilled will bear the risk that the Rights Issue could not become unconditional and may not proceed. The expected timetable for the implementation of the Capital Reorganisation, the Rights Issue and the associated trading arrangements will be announced by the Company in due course. An independent board committee will be established by the Company to advise the disinterested Shareholders on the terms of the Rights Issue and the Whitewash Waiver and an independent financial adviser will be appointed to advise the independent board committee of the Company and the disinterested Shareholders in this regard. A circular containing, among other things, (i) further details about the Capital Reorganisation, the Rights Issue and the Whitewash Waiver; (ii) letters from the independent board committee of the Company and the independent financial adviser; and (iii) the notice convening the special general meeting of the Company, will be despatched to the Shareholders in accordance with the Listing Rules and the Takeovers Code. If the Shareholders, and where appropriate, the disinterested Shareholders, approve the Capital Reorganisation, the Rights Issue and the Whitewash Waiver at the special general meeting, the Company will then send a prospectus containing details of the Rights Issue to the Qualifying Shareholders and, for information only, to the Excluded Shareholders. PALs and EAFs will also be sent to the Qualifying Shareholders. At the request of the Company, trading in the Existing Shares was suspended with effect from 9:30 a.m. on Friday, 1st April, 2005, pending the release of this announcement. An application has been made by the Company to the Stock Exchange for the resumption of trading in the Existing Shares with effect from 9:30 a.m. on Monday, 4th April, 2005. CAPITAL REORGANISATION The Board proposes the Capital Reorganisation which involves the Capital Reduction, the Share Subdivision and the Share Consolidation.