09:10     JACKLEY HOLDING<00353>&<02966>-Announcement & Resumption (1)        

    The Stock Exchange of Hong Kong Limited takes no responsibility for the   
    contents of this                                                          
    announcement, makes no representation as to its accuracy or completeness  
    and expressly                                                             
    disclaims any liability whatsoever for any loss howsoever arising from    
    or in reliance upon the whole or any part of the contents of              
    this announcement.                                                        
                                                                              
    ORIENT INDUSTRIES HOLDINGS LIMITED                                        
    *                                                                         
    (Incorporated in the Cayman Islands with limited liability)               
    (Stock Code: 353)                                                         
                                                                              
    PROPOSED ISSUE OF CONVERTIBLE NOTE;                                       
    APPLICATION FOR WHITEWASH WAIVER;                                         
    EXTENSION OF PARALLEL TRADING;                                            
    AND                                                                       
    SUSPENSION AND RESUMPTION OF TRADING                                      
                                                                              
    (1)     PROPOSED ISSUE OF CONVERTIBLE NOTE                                
                                                                              
    Subscription Agreement                                                    
                                                                              
    The Directors are pleased to announce that the Company entered            
    into the Subscription Agreement with the Subscriber on 15 April           
    2005, pursuant to which the Company conditionally agreed to issue         
    the Convertible Note in an aggregate principal amount of                  
    HK$33,000,000 to the Subscriber. The Subscriber will have the             
    right to convert the whole integral multiple of HK$1,000,000              
    of the principal amount of the Convertible Note into Shares at            
    any time before the maturity date falling on the second                   
    anniversary of the date of issue of the Convertible Note at the           
    initial conversion price of HK$0.12 per Share (subject to                 
    adjustments).                                                             
                                                                              
    Completion of the Subscription Agreement is conditional upon              
    the fulfillment of the conditions including, among other things,          
    (i) the Stock Exchange granting approval for the listing of,              
    and permission to deal in, the Conversion Shares; (ii) the                
    granting of the Whitewash Waiver by the Executive; and (iii)              
    the passing of the relevant resolutions at the EGM to approve             
    the Subscription, issue of the Convertible Note and the Whitewash         
    Waiver.                                                                   
                                                                              
    Whitewash Waiver                                                          
                                                                              
    The Subscriber and its ultimate beneficial owner, Mr. Tsao Ke             
    Wen Calvin, are not connected persons (as defined in the Listing          
    Rules) of the Company and are independent third parties, neither          
    connected with nor acting in concert with the Company and not             
    acting in concert with the Company and its connected persons.             
    Pursuant to Note 10 to Rule 26.1 of the Takeovers Code, the               
    acquisition of convertible securities does not constitute an              
    obligation to the Subscriber to make a general offer when the             
    Convertible Note is issued but the exercise of the conversion             
    or subscription rights will be considered to be an acquisition            
    of voting rights for the purpose of the Rule 26 of the Takeovers          
    Code. Upon full exercise of the conversion rights attached to             
    the Convertible Note, the Subscriber will have 275,000,000                
    Shares, representing approximately 198% of the existing issued            
    share capital of the Company and approximately 56.88% of the              
    issued share capital of the Company as enlarged by the Conversion         
    Shares (assuming completion of the Open Offer) upon conversion            
    of the Convertible Note.                                                  
                                                                              
    An application will be made by the Subscriber to the Executive            
    for the Whitewash Waiver which, if granted, would be subject              
    to the approval of the Independent Shareholders on a vote taken           
    by way of a poll. If the Whitewash Waiver is granted and approved         
    by the Independent Shareholders, the Subscriber's obligation              
    to make a mandatory offer under Rule 26 of the Takeovers Code             
    upon conversion of the Convertible Note into the Conversion               
    Shares, which to the extent represent more