09:14     JACKLEY HOLDING<00353>&<02966>-Announcement & Resumption (8)        

    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. The Subscriber may hold more than 30%              
    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            
    than 30% of the issued share capital of the Company as enlarged           
    by such conversion, will be waived. The Whitewash Waiver, if              
    approved and granted, will not be applicable to the transferee(s)         
    should the Subscriber transfer the Convertible Note to other              
    parties. The Executive may or may not grant the Whitewash Waiver.         
    Completion of the Subscription is conditional upon, among other           
    things, the granting of the Whitewash Waiver by the Executive.            
    Therefore, if the Whitewash Waiver is not obtained, the                   
    Subscription will lapse and the Subscriber will not proceed with          
    the Subscription.                                                         
                                                                              
    GENERAL                                                                   
                                                                              
    The Directors would also like to announce that the Company is             
    conducting an Open Offer of 69,500,000 Shares at the price of             
    HK$0.20 each on the basis of one offer Share for every two Shares,        
    details of which were set out in the Company's announcements              
    dated Monday, 21 February 2005, 3 March 2005 and 22 March 2005,           
    and the Company's prospectus dated 29 March 2005. The Open Offer          
    is fully underwritten. After completion of the Open Offer, the            
    issued share capital of the Company will increase from                    
    139,000,000 Shares to 208,500,000 Shares. It is currently                 
    anticipated that the Convertible Note, if so approved at the              
    EGM, will be issued after completion of the Open Offer.                   
                                                                              
    An independent board committee of the Company will be set up              
    to advise the Independent Shareholders in relation to the (i)             
    Whitewash Waiver (ii) the Subscription (iii) and the issue of             
    the Conversion Shares upon exercise of the Convertible Note.              
                                                                              
    A circular of the Company containing, amongst other things,               
    further details of the issue of the Convertible Note, the                 
    Whitewash Waiver, the recommendation of the independent board             
    committee of the Company to the Independent Shareholders and              
    the letter of advice from the independent financial adviser to            
    the independent board committee of the Company and the                    
    Independent Shareholders in respect of (i) the Whitewash Waiver;          
    (ii) the Subscription; and (iii) the issue of the Convertible             
    Note and the allotment and the issue of the Conversion Shares             
    upon exercise of the Convertible Note, together with a notice             
    of the EGM for the purpose of considering (i) the Whitewash Waiver,       
    (ii) the Subscription Agreement; and (iii) the issue of the               
    Convertible Note and the allotment and the issue of the                   
    Conversion Shares will be despatched to the Shareholders within           
    21 days from the date of this announcement.                               
                                                                              
    Shareholders and potential investors should note that the                 
    Subscription Agreement is subject to conditions and may or may            
    not proceed. Shareholders and potential investors are reminded            
    to exercise caution when dealing in the Shares.