10:21     MAE HOLDINGS<00851>-Announcement&Resumption of Trading(9)           

    (x)   compliance with and performance of all the                          
    undertakings and obligations of the Company under the                     
    relevant clauses of the Underwriting Agreement;                           
                                                                              
    (xi)   the passing by the disinterested Shareholders                      
    at the special general meeting of the Company of                          
    ordinary resolutions to approve the Rights Issue and                      
    the Whitewash Waiver by way of a poll; and                                
                                                                              
    (xii)   the granting of the Whitewash Waiver by the                       
    Executive.                                                                
                                                                              
    HK Sky, its associates and concert parties including                      
    Mr. Lo Wai Shing, Felix will abstain from voting on                       
    the resolution in respect of the Rights Issue.                            
    Pursuant to Rule 7.19(6)(a) of the Listing Rules, the                     
    Directors (excluding the independent non-executive                        
    Directors) and the chief executive and their                              
    respective associates shall abstain from voting in                        
    favour of the ordinary resolution to approve the                          
    Rights Issue.                                                             
                                                                              
    The Underwriter may at any time by notice in writing                      
    to the Company waive the condition set out in (x) above.                  
    Conditions (i) to (ix) and (xi) to (xii) above are                        
    not waivable. If the above conditions are not                             
    satisfied and/or waived (in respect of condition (x)                      
    above) by the Underwriter by the Latest time for                          
    Termination, or such later date or dates as the                           
    Underwriter may agree with the Company in writing,                        
    the Underwriting Agreement shall terminate and (save                      
    in respect of any provisions for the rights or                            
    obligations which may accrue under the Underwriting                       
    Agreement prior to such termination) no party will                        
    have any claim against any other party for costs,                         
    damages, compensation or otherwise. In such case, the                     
    Rights Issue will not proceed.                                            
                                                                              
    4.   Warning of the risks of dealing in Existing                          
    Shares, Consolidated Shares and nil-paid Rights                           
    Shares                                                                    
    Any Shareholders or other persons contemplating                           
    selling or purchasing Existing Shares and/or                              
    Consolidated Shares and/or nil-paid Rights Shares up                      
    to the date when the conditions of the Rights Issue                       
    are fulfilled will bear the risk that the Rights Issue                    
    could not become unconditional and may not proceed.                       
                                                                              
    5.   Shareholding structure                                               
    Mr. Lo Wai Shing, Felix, the sole beneficial owner                        
    of HK Sky, has indicated that HK Sky will not take                        
    up its entitlement of Rights Shares under the Rights                      
    Issue, nor will it apply for any Rights Shares by                         
    excess application.                                                       
                                                                              
    Set out below is the shareholding structures of the                       
    Company before and after completion of the Rights                         
    Issue:                                                                    
                                                                              
    Shareholders                                                              
    Reorganisation and the Rights Issueprior to the                           
    Capital announcement and date  of this As at the                          
    Upon completion of the Capital Reorganisation but                         
    prior to the Rights Issue                                                 
    Upon completion of the Capital Reorganisation and the                     
    Rights Issue                                                              
    Assuming no exercise of the outstanding Share Options                     
    Assuming full exercise of the outstanding Share                           
    Options                                                                   
    Existing    Consolidated    Consolidated                                  
    Consolidated    Consolidated    Consolidated                              
    Shares   (%)   Shares   (%)   Shares   (%)   Shares                       
    (%)   Shares   (%)   Shares   (%)                                         
    (Note a)   (Note b)   (Note a)   (Note b)                                 
                                                                              
    HK Sky    835,500,000   18.6   41,775,000   18.6                          
    41,775,000   9.3   41,775,000   9.3   41,775,000                          
    9.3   41,775,000   9.3                                                    
                                                                              
    Mr. Lau Kevin                                                             
      (an executive                                                           
      Director)   0   0.0   0   0.0   0   0.0   0   0.0                       
    1,280,000   0.3   640,000   0.1                                           
                                                                              
    The Underwriter   0   0.0   0   0.0   41,775,000                          
    9.3   224,192,000   50.0   41,775,000   9.3                               
    224,924,000   50.0