09:12     JACKLEY HOLDING<00353>&<02966>-Announcement & Resumption (5)        

    Note                                                                      
                                                                              
    Initial conversion price:       HK$0.12 per Share (subject to             
    adjustment for events including sub-division or consolidation             
    of Shares, bonus issues and rights issues)                                
                                                                              
    The initial conversion price at a certain discount to the recent          
    Share price was determined on an arm's length basis between the           
    Company and the Subscriber with reference to, among other things,         
    there being no interest payment for the Convertible Note                  
                                                                              
    The initial conversion price of HK$0.12 represents: (i) the               
    discount of approximately 52% to the closing price of HK$0.25             
    per Share as quoted on the Stock Exchange on 8 April 2005, being          
    the last trading day prior to the date of this announcement;              
    and (ii) a discount of approximately 60% to the average closing           
    price of the Shares of HK$0.30 per Share as quoted on the Stock           
    Exchange for the five trading-day period ended on 8 April 2005            
    (inclusive)                                                               
                                                                              
    Conversion:     The holder of the Convertible Note shall have the         
    right to convert on any Business Day the whole integral multiple          
    of HK$1,000,000 of principal amount of the Convertible Note into          
    Shares at any time and from time to time at the conversion price          
    of HK$0.12 per Share (subject to adjustment).                             
                                                                              
    Ranking:        The Conversion Shares, when allotted and issued will      
    rank pari passu in all respects with the Shares then in issue             
    at the date of issue of the Conversion Shares                             
                                                                              
    Transferability:        The Convertible Note must not be transferred      
    by the holder of the Convertible Note on or before the first              
    anniversary of the Convertible Notes but may be transferred to            
    independent third parties without the prior written consent of            
    the Company after first anniversary of the Convertible Note.              
    The Company will inform the Stock Exchange upon the Company               
    becoming aware that any of the Convertible Note has been or is            
    to be transferred to any connected persons of the Company (as             
    defined under the Listing Rules)                                          
                                                                              
    Voting rights:  The Convertible Note do not confer any voting             
    rights at general meetings of the Company on the holder(s) of             
    the Convertible Note                                                      
                                                                              
    Listing:        No application will be made for the listing of the        
    Convertible Note on the Stock Exchange or any other stock                 
    exchange.                                                                 
                                                                              
    Application will be made by the Company to the Stock Exchange             
    for the listing of, and permission to deal in, the Conversion             
    Shares to be issued pursuant to the exercise of the conversion            
    rights attaching to the Convertible Note.                                 
                                                                              
    REASONS FOR THE ISSUE OF THE CONVERTIBLE NOTE AND USE OF PROCEEDS         
                                                                              
    The Board considers that the issue of the Convertible Note                
    bearing zero interest is an appropriate means of raising                  
    additional capital for the Company as it will not lead to                 
    immediate dilution on the existing shareholding in the Company            
    compared with direct issue of Shares while raising new funds              
    of approximately HK$33 million without imposing interest                  
    expenses burden on the Company. The proceeds from the                     
    Subscription will be used for general working capital of the              
    Group.                                                                    
                                                                              
    In addition, the Board is of the view that since the Convertible          
    Note bears no interest such that the Company obtains additional           
    capital without incurring interest expenses, providing a lower            
    initial conversion price of