10:19 MAE HOLDINGS<00851>-Announcement&Resumption of Trading(6) Arrangements will be made for the Rights Shares which would have otherwise been provisionally allotted to the Excluded Shareholders to be sold in the market in their nil-paid form as soon as practicable after dealings in the nil-paid Rights Shares commence on the Stock Exchange and in any event before the last date for acceptance of Rights Shares and payment, if a premium (net of expenses) can be obtained. The proceeds of each sale, less expenses and stamp duty, of HK$100 or more will be paid to the relevant Excluded Shareholder in Hong Kong dollars. The Company will retain individual amounts of less than HK$100 for the benefits of the Company. Subscription Price: HK$0.10 per Rights Share, payable in full when a Qualifying Shareholder accepts the provisional allotment of Rights Shares or applies for excess Rights Shares or when a transferee of nil-paid Rights Shares applies for the relevant Rights Shares. The Subscription Price represents: (i) a discount of approximately 61.5% to the closing price of HK$0.26 per Consolidated Share (based on the closing price of HK$0.013 per Existing Share as quoted on the Stock Exchange on the Last Trading Day and adjusted for the effect of the Share Consolidation); (ii) a discount of approximately 65.0% to the average closing price of HK$0.286 per Consolidated Share (based on the average closing price of HK$0.0143 per Existing Share for the ten trading days ended on the Last Trading Day and adjusted for the effect of the Share Consolidation); (iii) a discount of approximately 44.4% to the theoretical ex-rights price of approximately HK$0.18 per Consolidated Share (based on the closing price of HK$0.013 per Existing Share as quoted on the Stock Exchange on the Last Trading Day and adjusted for the effect of the Share Consolidation); and (iv) a premium of approximately 53.1% over the net asset value per Consolidated Share of HK$0.0653 (based on the unaudited consolidated net asset value of the Group as at 31st October, 2004 and the then issued share capital of 3,953,200,000 Existing Shares and adjusted for the effect of the Share Consolidation). The Subscription Price was agreed based on arm's length negotiations between the Company and the Underwriter with reference to the market price of the Existing Shares prior to the Last Trading Day. Basis of provisional allotment: One Rights Share in nil-paid form for every Consolidated Share to be held by a Qualifying Shareholder on the Record Date. Status of the Rights Shares: When issued and fully paid, the Rights Shares will rank pari passu in all respects with the then Consolidated Shares in issue. Holders of the fully-paid Rights Shares will be entitled to receive all future dividends and distributions which are declared, made or paid after the date of allotment and issue of the Rights Shares in their fully-paid form. Share certificates: Subject to the fulfillment of the conditions of the Rights Issue, share certificates for all fully-paid Rights Shares will be posted on a date to be announced by the Company in due course. Application for excess Rights Shares: Qualifying Shareholders may apply for any unsold entitlements of the Excluded Shareholders and any Rights Shares provisionally allotted but not accepted by the Qualifying Shareholders or otherwise subscribed for by transferees of nil-paid Rights Shares. Application can be made by completing the EAF and lodging the same with appropriate remittance for the excess Rights Shares. The Directors will allocate the excess Rights Shares at their discretion and on a fair and equitable basis and will give preference to topping up odd lots to whole board lots.