10:23 MAE HOLDINGS<00851>-Announcement&Resumption of Trading(12) 17th February, 2005 Top-up placing of 400,000,000 Existing Shares (representing approximately 9.80% of the then issued share capital of the Company) at HK$0.016 per Existing Share HK$6.23 million General working capital Pursuant to general mandate granted at the special general meeting held on 31st January, 2005 Fully utilized for purchase of raw materials for business expansion in original design manufacturing home appliance products and electrical manufacturing services in musical equipment and sound reinforcement business of the Group 10. General The Rights Issue is conditional upon the Capital Reorganisation becoming effective but not vice versa. A special general meeting of the Company will be held to consider and, if thought fit, approve the necessary resolutions in respect of the Capital Reorganisation, the Rights Issue and the Whitewash Waiver. The resolutions in respect of the Rights Issue and the Whitewash Waiver will be voted on by way of a poll. HK Sky, its associates and concert parties including Mr. Lo Wai Shing, Felix will abstain from voting on the resolutions in respect of the Rights Issue and the Whitewash Waiver. 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 expected timetable for the implementation of the Capital Reorganisation, the Rights Issue and the associate trading arrangements will be announced by the Company in due course. A circular containing, among other things, (i) further details about the Capital Reorganisation, the Rights Issue and the Whitewash Waiver; (ii) letters from the independent board committee of the Company and the independent financial adviser; and (iii) the notice convening the special general meeting of the Company, will be despatched to the Shareholders as soon as practicable. If the Shareholders, and where appropriate, the disinterested Shareholders, approve the Capital Reorganisation, the Rights Issue and the Whitewash Waiver at the special general meeting, the Company will then send a prospectus containing details of the Rights Issue to the Qualifying Shareholders and, for information only, to the Excluded Shareholders. PALs and EAFs will also be sent to the Qualifying Shareholders. SUSPENSION AND RESUMPTION OF TRADING At the request of the Company, trading in the Existing Shares was suspended with effect from 9:30 a.m. on Friday, 1st April, 2005 pending the release of this announcement. An application has been made by the Company to the Stock Exchange for resumption of trading in the Existing Shares with effect from 9:30 a.m. on Monday, 4th April, 2005. DEFINITIONS In this announcement, unless the context otherwise requires, the following expressions shall have the same meanings when used herein. "associates" has the meaning ascribed to it under the Listing Rules "Board" board of Directors "business day" any day (other than a Saturday) on which licensed banks in Hong Kong are generally open for business throughout their normal business hours "Capital Reduction" the proposed capital and share premium reduction which involves the nominal value of each Existing Share in issue being reduced from HK$0.01 to HK$0.0005 and the cancellation of the entire amount standing to the credit of the share premium account of the Company