09:10     JACKLEY HOLDING<00353>&<02966>-Announcement & Resumption (2)        

    than 30% of the issued share capital of the Company                       
    as enlarged by such conversion, will be waived. The Whitewash             
    Waiver, if approved and granted, will not be applicable to the            
    transferee(s) should the Subscriber transfer the Convertible              
    Note to other parties. The Executive may or may not grant the             
    Whitewash Waiver. Completion is conditional upon, among other             
    things, the granting of the Whitewash Waiver by the Executive.            
    Therefore, if the Whitewash Waiver is not obtained, the                   
    Subscription will lapse and the Subscriber will not proceed with          
    the Subscription.                                                         
                                                                              
    General                                                                   
                                                                              
    The Directors would also like to announce that the Company is             
    conducting an Open Offer of 69,500,000 Shares at the price of             
    HK$0.20 each on the basis of one offer Share for every two Shares,        
    details of which were set out in the Company's announcements              
    dated Monday, 21 February 2005, 3 March 2005 and 22 March 2005,           
    and the Company's prospectus dated 29 March 2005. The Open Offer          
    is fully underwritten. After completion of the Open Offer, the            
    issued share capital of the Company will increase from                    
    139,000,000 Shares to 208,500,000 Shares. It is currently                 
    anticipated that the Convertible Note, if so approved at the              
    EGM, will be issued after completion of the Open Offer.                   
                                                                              
    An independent board committee of the Company will be set up              
    to advise the Independent Shareholders in relation to the (i)             
    Whitewash Waiver (ii) the Subscription and (iii) the issue of             
    The Convertible Note and the allotment and the issue of the               
    Conversion Shares upon exercise of the Convertible Note.                  
                                                                              
    A circular containing, amongst other things, further details              
    of the Subscription Agreement, the issue of the Convertible Note,         
    the Whitewash Waiver, the recommendation of the independent               
    board committee of the Company to the Independent Shareholders            
    and the letter of advice from the independent financial adviser           
    to the independent board committee of the Company and the                 
    Independent Shareholders in respect of (i) the Whitewash Waiver;          
    (ii) the Subscription; and (iii) the issue of the Conversion              
    Shares upon exercise of the Convertible Note, together with a             
    notice to convene the EGM for the purpose of considering (i)              
    the Whitewash Waiver, (ii) the Subscription Agreement, (iii)              
    the issue of the Convertible Note and the allotment and the issue         
    of the Conversion Shares will be despatched to the Shareholders           
    within 21 days from the date of this announcement.                        
                                                                              
    Shareholders should note that completion of the Subscription              
    Agreement is conditional and may or may not proceed. Shareholders         
    and potential investors should exercise caution when dealing              
    in the Shares.                                                            
                                                                              
    (2)     EXTENSION OF PARALLEL TRADING                                     
                                                                              
    Given that the trading in the Shares has been suspended for five          
    trading days pending the release of this announcement, the latest         
    time for (i) the parallel trading in the Shares and the old Shares        
    (the shares before the capital reorganization of the Company              
    becoming effective); and (ii) the temporary counter for trading           
    in old Shares in board lots of 200 Shares (in form of old share           
    certificates) will be extended from 4:00p.m. on Wednesday, 20             
    April 2005 to 4:00p.m. on Wednesday, 27 April 2005, and the last          
    day for the availability of odd lot facility will be extended             
    to Wednesday, 27 April 2005. In addition, the last day for free           
    exchange of old share certificates for new share certificates             
    will be extended to Tuesday, 3 May 2005.                                  
                                                                              
    (3)     SUSPENSION AND RESUMPTION OF TRADING