09:11     JACKLEY HOLDING<00353>&<02966>-Announcement & Resumption (3)        

    At the request of the Company, trading in the                             
    Shares was suspended with effect from 9:30 a.m. on 11 April 2005          
    pending the release of this announcement. Application has been            
    made by the Company for the resumption of trading in the Shares           
    with effect from 9:30 a.m. on 18 April 2005.                              
                                                                              
    ISSUE OF CONVERTIBLE NOTE                                                 
                                                                              
    Subscription Agreement                                                    
                                                                              
    Date:   15 April 2005                                                     
                                                                              
    Issuer: the Company                                                       
                                                                              
    Subscriber:     L & L Holdings Limited, is a company incorporated         
    in Republic of the Marshall Islands on 29 March 2005, and its             
    sole ultimate beneficial owner is Mr. Tsao Ke Wen Calvin. For             
    further details of the Subscriber, please refer to the paragraph          
    headed "Information on the Subscriber" below.                             
                                                                              
    Pursuant to the Subscription Agreement, the Company will,                 
    subject to conditions set out in the Subscription Agreement,              
    issue the Convertible Note to the Subscriber in the principal             
    amount of HK$33,000,000.                                                  
                                                                              
    Conditions:                                                               
                                                                              
    Completion is conditional on:                                             
                                                                              
    (1)     the Listing Committee of the Stock Exchange having granted        
    approval for the listing of, and permission to deal in, the               
    Conversion Shares;                                                        
                                                                              
    (2)     the Stock Exchange having approved the issue of the               
    Convertible Note;                                                         
                                                                              
    (3)     the passing of an ordinary resolution at the EGM of the Company,  
    approving the Subscription Agreement and the transactions                 
    contemplated thereunder including but not limited to the issue            
    of the Convertible Note and the allotment and issue of the                
    Conversion Shares;                                                        
                                                                              
    (4)     the passing by the Independent Shareholders at the EGM of         
    an ordinary resolution by way of poll approving the Whitewash             
    Waiver; and                                                               
                                                                              
    (5)     the granting of Whitewash Waiver by the Securities & Futures      
    Commission in accordance with the Takeovers Code.                         
                                                                              
    In the event that the above conditions are not fulfilled on or            
    before the date falling 60 days from the date of the Subscription         
    Agreement (or such other later date as may be agreed between              
    the Subscriber and the Company), the Subscription Agreement               
    shall lapse and become null and void and the parties thereto              
    shall be released from all obligations thereunder, save for any           
    liability arising out of any antecedent breaches thereof. The             
    conditions set out above will not be waived by the Company or             
    the Subscriber. In respect of condition (3) above, the ordinary           
    resolution is required to be approved by the Independent                  
    Shareholders by way of poll.                                              
                                                                              
    In addition, the granting of the approval for the listing of              
    and permission to deal in the Conversion Shares by the Listing            
    Committee of the Stock Exchange (the "Approval") is subject to            
    the following disclosure requirements:                                    
                                                                              
    (i)     the Company will make a monthly announcement (the "Monthly        
    Announcement") on the website of the Stock Exchange. Such                 
    announcement will be made on or before the fifth business day             
    following the end of each calendar month and will include the             
    following details in a table form: