10:17     MAE HOLDINGS<00851>-Announcement&Resumption of Trading(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.                                                     
                                                                              
    MAE HOLDINGS LIMITED                                                      
    (Incorporated in Bermuda with limited liability)                          
    (Stock Code: 851)                                                         
                                                                              
    PROPOSED CAPITAL REORGANISATION INVOLVING CAPITAL                         
    REDUCTION, SHARE SUBDIVISION AND SHARE CONSOLIDATION,                     
    RIGHTS ISSUE IN THE PROPORTION OF                                         
    ONE RIGHTS SHARE FOR EVERY CONSOLIDATED SHARE HELD                        
    AND                                                                       
    APPLICATION FOR WHITEWASH WAIVER                                          
                                                                              
    The Directors propose to implement the Capital                            
    Reorganisation involving the Capital Reduction, the                       
    Share Subdivision and the Share Consolidation.                            
                                                                              
    Capital Reorganisation                                                    
    The Capital Reduction aims at eliminating the                             
    accumulated losses of the Company with the credit                         
    arising from the proposed capital and share premium                       
    reduction which involves the nominal value of each                        
    Existing Share in issue being reduced by HK$0.0095                        
    from HK$0.01 to HK$0.0005 and the cancellation of the                     
    entire amount standing to the credit of the share                         
    premium account of the Company.                                           
                                                                              
    Upon the Capital Reduction becoming effective, each                       
    authorised but unissued Existing Share will be                            
    subdivided into 20 shares of HK$0.0005 each.                              
                                                                              
    Immediately following the Capital Reduction and the                       
    Share Subdivision, the Share Consolidation will be                        
    implemented whereby every 20 shares of HK$0.0005 each                     
    resulting from the Capital Reduction and the Share                        
    Subdivision will be consolidated into one                                 
    Consolidated Share of HK$0.01.                                            
                                                                              
    A special general meeting of the Company will be held                     
    to consider and, if thought fit, approve the necessary                    
    resolutions in respect of the Capital Reorganisation.                     
                                                                              
    Rights Issue                                                              
    Subject to the Capital Reorganisation taking effect,                      
    the Company proposes to raise approximately HK$22.4                       
    million before expenses by way of the Rights Issue by                     
    issuing not less than 224,192,000 Rights Shares and                       
    not more than 224,924,000 Rights Shares, at a price                       
    of HK$0.10 each payable in full on acceptance. The                        
    Rights Shares will be provisionally allotted to the                       
    Qualifying Shareholders on the basis of one nil-paid                      
    Rights Share for every Consolidated Share held by the                     
    Qualifying Shareholders whose names appear on the                         
    register of members of the Company on the Record Date.                    
                                                                              
    The net proceeds of approximately HK$20 million raised                    
    from the Rights Issue (assuming 224,192,000 Rights                        
    Shares will be allotted under the Rights Issue) are                       
    expected to be used as to: (i) approximately HK$4                         
    million for acquisition of fixed assets such as                           
    machinery and testing equipment and procurement of                        
    materials; (ii) approximately HK$13 million for                           
    repayment of bank loans and borrowings from                               
    independent third parties of the Group; and (iii) the                     
    balance of approximately HK$3 million for general                         
    working capital purposes.                                                 
                                                                              
    The Rights Issue is conditional and is fully                              
    underwritten. In particular, it is subject to the                         
    Capital Reorganisation becoming effective and the                         
    Underwriter not terminating the Underwriting                              
    Agreement in accordance with the terms set out therein.                   
    If the conditions of the Rights Issue cannot be                           
    fulfilled or waived (as the case may be), the Rights                      
    Issue will not proceed.