10:20     MAE HOLDINGS<00851>-Announcement&Resumption of Trading(8)           

    (iii)   there is any change in the circumstances of                       
    the Company or any member of the Group which in the                       
    reasonable opinion of the Underwriter will adversely                      
    affect the prospects of the Company, including                            
    without limiting the generality of the foregoing the                      
    presentation of a petition or the passing of a                            
    resolution for the liquidation or winding up or                           
    similar event occurring in respect of any of member                       
    of the Group or the destruction of any material asset                     
    of the Group; or                                                          
                                                                              
    (iv)   any suspension in the trading of securities                        
    generally or the Company's securities on the Stock                        
    Exchange for a period of more than five consecutive                       
    business days, excluding any suspension in                                
    connection with the clearance of this announcement                        
    or the Prospectus Documents or other announcements                        
    or circulars in connection with the Capital                               
    Reorganisation and/or the Rights Issue,                                   
                                                                              
    the Underwriter shall be entitled by notice in                            
    writing to the Company, served prior to the Latest                        
    Time for Termination, to terminate the Underwriting                       
    Agreement.                                                                
                                                                              
    If the Underwriter terminates the Underwriting                            
    Agreement, the Rights Issue will not proceed.                             
                                                                              
                                                                              
    3.   Conditions                                                           
    The Underwriting Agreement is conditional, among                          
    other things, on the following conditions being                           
    fulfilled and/or waived:                                                  
                                                                              
    (i)   the passing by the Shareholders at the special                      
    general meeting of the Company of a special                               
    resolution to approve the Capital Reduction;                              
                                                                              
    (ii)   the passing by the Shareholders at the special                     
    general meeting of the Company of an ordinary                             
    resolution to approve the Share Subdivision;                              
                                                                              
    (iii)   the passing by the Shareholders at the                            
    special general meeting of the Company of an ordinary                     
    resolution to approve the Share Consolidation;                            
                                                                              
    (iv)   the publication of a notice of reduction of                        
    capital in accordance with section 46(2)(a) of the                        
    Companies Act and the making by at least two Directors                    
    of a declaration of solvency in accordance with                           
    section 46(2)(b) of the Companies Act in connection                       
    with the Capital Reduction;                                               
                                                                              
    (v)   the filing with the Registrar of Companies in                       
    Bermuda one copy of the Prospectus Documents duly                         
    signed by either all Directors or one of the Directors                    
    (for and on behalf of all the Directors) (and all other                   
    documents to be attached thereto) and otherwise in                        
    compliance with the Companies Act not later than the                      
    Posting Date;                                                             
                                                                              
    (vi)   the delivery to the Stock Exchange and                             
    registration with the Registrar of Companies in Hong                      
    Kong respectively one copy of each of the Prospectus                      
    Documents duly signed by two Directors (or by their                       
    agents duly authorised in writing) as having been                         
    approved by resolution of the Directors (and all                          
    other documents required to be attached thereto) not                      
    later than the Posting Date and otherwise in                              
    compliance with the Listing Rules and the Companies                       
    Ordinance;                                                                
                                                                              
    (vii)   the posting of the Prospectus Documents to                        
    Qualifying Shareholders on the Posting Date;                              
                                                                              
    (viii)   the Listing Committee of the Stock Exchange                      
    granting or agreeing to grant (subject to allotment)                      
    and not having withdrawn or revoked listing of and                        
    permission to deal in all the Consolidated Shares                         
    after the Capital Reorganisation and the Rights                           
    Shares (in their nil-paid and fully-paid forms) by                        
    no later than the Posting Date;                                           
                                                                              
    (ix)   if necessary, the Bermuda Monetary Authority                       
    granting consent to the issue of the Rights Shares                        
    (in both the nil-paid and fully-paid forms);