10:19 MAE HOLDINGS<00851>-Announcement&Resumption of Trading(5) Enlarged issued share capital of the Company upon completion of the Rights Issue assuming no exercise of the Share Options : 448,384,000 Consolidated Shares Enlarged issued share capital of the Company upon completion of the Rights Issue assuming full exercise of the Share Options : 449,848,000 Consolidated Shares Subscription Price : HK$0.10 for each Rights Share Save for the outstanding Share Options, the Company has no other outstanding convertible securities, options or warrants in issue which confer any right to subscribe for, convert or exchange into Existing Shares as at the date of this announcement. Qualifying Shareholders: The Company will send PALs and EAFs to the Qualifying Shareholders only. To qualify for the Rights Issue, Shareholders must, at the close of business on the Record Date, be registered as a member of the Company. Shareholders having an address in Hong Kong on the register of members of the Company at the close of business on the Record Date are qualified for the Rights Issue. Shareholders having an address outside Hong Kong on the register of members of the Company at the close of business on the Record Date are qualified for the Rights Issue, only if the Board, after making relevant enquiry, considers that the offer to these Shareholders would not contravene any legal restriction under the laws of the relevant place or any requirement of the relevant regulatory body or stock exchange in that place and such offer will not require any relevant registration. In order to be registered as a member of the Company on the Record Date, Shareholders must lodge the relevant transfers of Existing Shares and/or Consolidated Shares (with the relevant share certificates) with the Registrar, Tengis Limited, at Ground Floor, Bank of East Asia Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong, by 4:00 p.m. on a date to be announced by the Company in due course. The Record Date and the dates for the closure of the register of members of the Company will be announced by the Company in due course. No transfer of Existing Shares and/or Consolidated Shares will be registered during this period. Rights of Overseas Shareholders: If at the close of business on the Record Date, a Shareholder's address on the Company's register of members is in a place outside Hong Kong, that Shareholder may not be eligible to take part in the Rights Issue as documents to be issued in connection with the Rights Issue will not be registered and/or filed under the applicable securities legislation of any jurisdictions other than Hong Kong and Bermuda. The Board will make enquiries as to whether the issue of Rights Shares to the Overseas Shareholders may contravene the applicable securities legislation of the relevant overseas places or the requirements of the relevant regulatory body or stock exchange pursuant to Rule 13.36(2)(a) of the Listing Rules. If, after making such enquiry, the Board is of the opinion that it would be necessary or expedient, on account either of the legal restrictions under the laws of the relevant place or any requirement of the relevant regulatory body or stock exchange in that place, not to offer Rights Shares to such Overseas Shareholders, no provisional allotment of nil-paid Rights Shares or allotment of fully-paid Rights Shares will be made to such Overseas Shareholders. Accordingly, the Rights Issue will not be extended to the Excluded Shareholders. The Company will send the Rights Issue prospectus to the Excluded Shareholders for their information only but will not send PALs or EAFs to them. The basis of exclusion of the Excluded Shareholders, if any, from the Rights Issue will be disclosed in the prospectus to be issued in relation to the Rights Issue. Subject to the Capital Reorganisation becoming unconditional, Shareholders may submit existing share certificates for Existing Shares to the Registrar in exchange, at the expense of the Company, for new share certificates for Consolidated Shares (on the basis of 20 Existing Shares for one Consolidated Share). Further details of the arrangement regarding free exchange of share certificates will be included in the circular to be despatched to the Shareholders and will be announced by way of press announcement upon despatch of the circular by the Company. Upon the Capital Reorganisation becoming effective, all existing share certificates for the Existing Shares will be replaced by new certificates for the Consolidated Shares for the purposes of trading on the Stock Exchange. Parallel trading arrangements for the Existing Shares and Consolidated Shares will be established for trading on the Stock Exchange. Further details of the parallel trading arrangement for the Existing Shares and Consolidated Shares (including odd lot trading arrangements and matching service, if any) will be included in the circular to be despatched to the Shareholders and will be announced by way of press announcement upon despatch of the circular by the Company. The existing board lot of 20,000 will remain unchanged after the Share Consolidation has become effective. 5. Conditions of the Capital Reorganisation The Capital Reorganisation is conditional on: (i) the passing by the Shareholders of a special resolution to approve the Capital Reduction and ordinary resolutions to approve the Share Subdivision and the Share Consolidation; (ii) compliance with the relevant legal procedures and requirements under the Bermuda law to effect the Capital Reorganisation; and (iii) the Listing Committee of the Stock Exchange granting the listing of, and permission to deal in, the Consolidated Shares to be in issue and issued. 6. Reasons for the Capital Reorganisation As at 30th April, 2004, the Company had accumulated losses (on an unconsolidated basis) of approximately HK$238.5 million. The Capital Reorganisation is designed to facilitate the payment of dividends as and when the Directors consider it appropriate in the future. At this stage, the Board has not yet decided on the future dividend policy of the Company. There can be no assurance that a dividend will be declared or paid in the future even in the event that the Capital Reorganisation becomes effective. RIGHTS ISSUE 1. Terms Basis of the Rights Issue : one Rights Share for every Consolidated Share held on the Record Date Existing issued share capital of the Company : 4,483,840,000 Existing Shares (equivalent to 224,192,000 Consolidated Shares upon the Capital Reorganisation taking effect) Minimum number of Rights Shares : 224,192,000 Rights Shares Outstanding Share Options : outstanding Share Options to subscribe for an aggregate of 14,640,000 Existing Shares Maximum number of Rights Shares : assuming full exercise of the outstanding Share Options before the Record Date, a total of 14,640,000 new Existing Shares (equivalent to 732,000 Consolidated Shares) may fall to be issued and hence an additional 732,000 Rights Shares would be issued. As such, the maximum number of Rights Shares that may be issued by the Company will be 224,924,000 Rights Shares