10:21 MAE HOLDINGS<00851>-Announcement&Resumption of Trading(10) Public 3,648,340,000 81.4 182,417,000 81.4 364,834,000 81.4 182,417,000 40.7 365,018,000 81.1 182,509,000 40.6 Total 4,483,840,000 100.0 224,192,000 100.0 448,384,000 100.0 448,384,000 100.0 449,848,000 100.0 449,848,000 100.0 Notes: (a) Assuming that all Independent Shareholders will take up their provisional entitlements under the Rights Issue. (b) Assuming that no Independent Shareholders will take up their provisional entitlements under the Rights Issue and all the underwritten Rights Shares will be taken up by the Underwriter. 6. Whitewash Waiver As at the date of the Underwriting Agreement, the Underwriter and parties acting in concert with it (including HK Sky) are beneficially interested in 835,500,000 Existing Shares, representing approximately 18.6% of the issued share capital of the Company as at the date of this announcement. In the event that the Underwriter is required to subscribe for all the 224,924,000 Rights Shares being underwritten (assuming exercise in full of the outstanding Share Options on or before the Record Date), the Underwriter and parties acting in concert with it (including HK Sky) will become interested in a total of 266,699,000 Consolidated Shares, representing approximately 59.3% of the issued share capital of the Company as enlarged by the Rights Issue. The Underwriter and parties acting in concert with it will then be obliged to make a mandatory general offer for all the Consolidated Shares not already owned or agreed to be acquired by them pursuant to Rule 26 of the Takeovers Code. An application will be made to the Executive by the Underwriter for the Whitewash Waiver. The Whitewash Waiver, if granted by the Executive, would be subject to the approval of the Independent Shareholders taken by way of a poll at the special general meeting of the Company. It is one of the conditions of the Underwriting Agreement that the Whitewash Waiver be obtained. If the Whitewash Waiver is not approved by the Independent Shareholders, the Underwriting Agreement will not become unconditional and the Rights Issue will not proceed. The Underwriter and parties acting in concert with it have not dealt in the Existing Shares in the six-month period immediately prior to the date of this announcement except for (i) the placing down of 130,640,000 Existing Shares and the subscription for the same number of Existing Shares at HK$0.016 each by HK Sky as announced on 23rd December, 2004 and completed on 5th January, 2005; and (ii) the placing down of 400,000,000 Existing Shares and the subscription for the same number of Existing Shares at HK$0.016 each by HK Sky as announced on 17th February, 2005 and completed on 3rd March, 2005. An independent board committee will be established by the Company to advise the disinterested Shareholders on the terms of the Rights Issue and the Whitewash Waiver and an independent financial adviser will be appointed to advise the independent board committee of the Company and the disinterested Shareholders in this regard. 7. Information on the Group The principal activity of the Company is investment holding, with its subsidiaries mainly engaged in the manufacture and sale of professional audios, musical instruments, home appliances, electrical adaptors, transformers and related accessories, plastic moulds and electric products.