09:11     JACKLEY HOLDING<00353>&<02966>-Announcement & Resumption (4)        

    (a)    whether there is any conversion of the                             
    Convertible Note during the relevant month. If yes, details of            
    the conversion(s), including the conversion date, number of new           
    Shares issued, conversion price for each conversion. If there             
    is no conversion during the relevant month, a negative statement          
    to that effect;                                                           
                                                                              
    (b)     the number of outstanding Convertible Note after the              
    conversion, if any;                                                       
                                                                              
    (c)     the total number of Shares issued pursuant to other               
    transactions, including Shares issued pursuant to exercise of             
    options under any share option scheme(s) of the Company; and              
                                                                              
    (d)     the total issued share capital of the Company as at the           
    commencement and the last day of the relevant month; and                  
                                                                              
    (ii)    in addition to the Monthly Announcement, if the cumulative        
    amount of new Shares issued pursuant to the conversion of the             
    Convertible Note reaches 5% of the issued share capital of the            
    Company as disclosed in the last Monthly Announcement or any              
    subsequent announcement made by the Company in respect of the             
    Convertible Note (as the case may be) (and thereafter in a                
    multiple of such 5% threshold), the Company will make an                  
    announcement on the website of the Stock Exchange including               
    details as stated in (i) above for the period commencing from             
    the date of the last Monthly Announcement or any subsequent               
    announcement made by the Company in respect of the Convertible            
    Note (as the case may be) up to the date on which the total amount        
    of Shares issued pursuant to the conversion amounted to 5% of             
    the issued share capital of the Company as disclosed in the last          
    Monthly Announcement or any subsequent announcement made by the           
    Company in respect of the Convertible Note (as the case may be);          
    and                                                                       
                                                                              
    (iii)   if the Company forms the view that any issue of new Shares        
    under the Convertible Note will trigger the disclosure                    
    requirements under Rule 13.09 of the Listing Rules, then the              
    Company is obliged to make such disclosures regardless of the             
    issue of any announcements in relation to the Convertible Note.           
                                                                              
    If the conversion rights under the Convertible Note are fully             
    exercised by the holder or either party exercise its rights to            
    early redemption of the Convertible Note, the announcement                
    requirements set out in conditions (i) to (iii) above will cease          
    immediately.                                                              
                                                                              
    Completion:                                                               
                                                                              
    Completion shall take place on the third Business Day (or such            
    other date as the Company and the Subscriber shall agree)                 
    following the date on which all the conditions of the                     
    Subscription Agreement have been fulfilled.                               
                                                                              
    THE CONVERTIBLE NOTE                                                      
                                                                              
    The terms of the Convertible Note have been negotiated between            
    the Company and the Subscriber on arm's length basis and the              
    principal terms of which are summarised below:                            
                                                                              
    Issuer: The Company                                                       
                                                                              
    Principal amount:       An aggregate of HK$33,000,000                     
                                                                              
    Interest:       Zero interest                                             
                                                                              
    Maturity date:  the day falling on the second anniversary of the          
    date of issue of the Convertible Note. The outstanding amount             
    of the Convertible Note will be fully redeemed by the Company             
    upon maturity of the Convertible