10:20 MAE HOLDINGS<00851>-Announcement&Resumption of Trading(7) Application for listing: The Company will apply to the Listing Committee of the Stock Exchange for the listing of, and permission to deal in, the Rights Shares in both nil-paid and fully-paid forms. Dealings in the Rights Shares in their nil-paid and fully-paid forms will be subject to the payment of stamp duty in Hong Kong. 2. Underwriting Agreement Date : 1st April, 2005 Underwriter : Fine Asset Ltd., which is wholly and beneficially owned by Mr. Lo Kit Sing, Steven, the elder brother of Mr. Lo Wai Shing, Felix, an executive Director Minimum number of Rights Shares underwritten : 224,192,000 Rights Shares Maximum number of Rights Shares underwritten : 224,924,000 Rights Shares Commission : 2.0% of the aggregate Subscription Price for the underwritten Rights Shares, which is expected to be approximately HK$450,000, assuming 224,192,000 Rights Shares are allotted under the Rights Issue Fine Asset Ltd. is an investment holding company whose ordinary course of business does not include underwriting. Termination of the Underwriting Agreement: If any time prior to the Latest Time for Termination, which is 4:00 p.m. on the second business day after the last business day on which payment and acceptance of the Rights Shares can be made under the Rights Issue: (i) in the reasonable opinion of the Underwriter, the success of the Rights Issue would be materially and adversely affected by: (a) the introduction of any new law or regulation or any change in existing law or regulation (or the judicial interpretation thereof) or other occurrence of any nature whatsoever which may in the reasonable opinion of the Underwriter materially and adversely affect the business or the financial or trading position or prospects of the Group as a whole or is materially adverse in the context of the Rights Issue; or (b) the occurrence of any local, national or international event or change (whether or not forming part of a series of events or changes occurring or continuing before, and/or after the date hereof) of a political, military, financial, economic or other nature (whether or not ejusdem generis with any of the foregoing), or in the nature of any local, national or international outbreak or escalation of hostilities or armed conflict, or affecting local securities markets which may, in the reasonable opinion of the Underwriter materially and adversely affect the business or the financial or trading position or prospects of the Group as a whole or materially and adversely prejudice the success of the Rights Issue or otherwise makes it inexpedient or inadvisable to proceed with the Rights Issue; or (c) any material adverse change in the business or in the financial or trading position of the Group as a whole; or (ii) any adverse change in market conditions (including without limitation, any change in fiscal or monetary policy, or foreign exchange or currency markets, suspension or material restriction or trading in securities) occurs which in the reasonable opinion of the Underwriter is likely to materially or adversely affect the success of the Rights Issue or otherwise makes it inexpedient or inadvisable to proceed with the Rights Issue; or