09:12     JACKLEY HOLDING<00353>-Announcement&Resumption of Trading(6)        

    the Convertible Note of HK$0.12 per Share is fair                         
    and reasonable.                                                           
                                                                              
    The following table summarises the fund raising activities of             
    the Group in the twelve months immediately before the date of             
    this announcement:                                                        
                                                                              
    Date of                         Intended use of         Actual use of     
    proceeds as at                                                            
    announcement    Event   Net proceeds    proceeds        the date of this  
    announcement                                                              
                                                                              
    21 February 2005        Open Offer      approximately   general           
    working capital         Same as intended use                              
            HK$13 million   of the Group    but not utilized as at the date   
                                                                              
    The executive Directors of the Company are of the view that the           
    terms of the Subscription Agreement and the Convertible Notes             
    are fair and reasonable and in the interest of the Company and            
    Shareholders as a whole.                                                  
                                                                              
    SHAREHOLDING STRUCTURE OF THE COMPANY                                     
                                                                              
    The following table shows the shareholding structure immediately          
    before and after the exercise of the conversion rights in full            
    attaching to the Convertible Notes at the initial conversion              
    price of HK$0.12 per Share:                                               
                                                                              
            Immediately after the   Immediately after the                     
            Open Offer (assuming all        Open Offer (assuming no           
            Immediately after full  Immediately after full                    
            qualifying holders take up      qualifying holders take up        
            conversion of the Convertible   conversion of the                 
    Convertible                                                               
            their respective entitlements   their respective                  
    entitlements    Note at the conversion  Note at the                       
    conversion                                                                
    As at the date  under the Open Offer)   under the Open Offer)             
            price of HK$0.12        price of HK$0.12                          
    Shareholder     of this announcement    (Scenario 1)    (Scenario 2)      
            (Scenario 1)    (Scenario 2)                                      
            Approximate             Approximate             Approximate       
            Approximate             Approximate                               
    No. of Shares   %       No. of Shares   %       No. of Shares   %         
    No.                                                                       
    of Shares       %       No. of Shares   %                                 
                                                                              
    The Subscriber  0       0.00%   0       0.00%   0       0.00%   275,000,  
    000                                                                       
            56.88%  275,000,000     56.88%                                    
                                                                              
    Prime Orient (Note 1)   51,172,500      36.81%  76,758,750      36.81%    
            76,758,750      36.81%  76,758,750      15.88%  76,758,750        
    15.88%                                                                    
                                                                              
    Underwriter to the Open Offer                                             
      (i.e. Kingston Securities Limited)    0       0.00%   0       0.00%     
            41,538,750      19.92%  0       0.00%   41,538,750      8.59%     
                                                                              
    Mr. Choi Hok Ya (Note 4)        4,750,000       3.42%   7,125,000       3 
    .42%                                                                      
            7,125,000       3.42%   7,125,000       1.47%   7,125,000       1 
    .47%                                                                      
                                                                              
    Other Shareholders      83,077,500      59.77%  124,616,250     59.77%    
            83,077,500      39.85%  124,616,250     25.77%  83,077,500        
    17.18%                                                                    
                                                                              
                                                                              
    Total   139,000,000     100%    208,500,000     100%    208,500,000       
    100%                                                                      
            483,500,000     100%    483,500,000     100%                      
                                                                              
                                                                              
    Note: