09:14     JACKLEY HOLDING<00353>&<02966>-Announcement & Resumption (7)        

    1.      Prime Orient is a company incorporated in the British Virgin      
    Islands and beneficially and wholly owned by Mr. Lam Shu Chung,           
    a Director of the Company.                                                
                                                                              
    2.      Scenario 1 assumes all qualifying holders take up their           
    respective entitlements under the Open Offer                              
                                                                              
    3.      Scenario 2 assumes no qualifying holders take up their            
    respective entitlements under the Open Offer                              
                                                                              
    4.      Mr. Choi Hok Ya is a director and also a substantial              
    shareholder of one of the Company's subsidiaries                          
                                                                              
    INFORMATION ON THE SUBSCRIBER                                             
                                                                              
    L & L Holdings Limited is an investment company incorporated              
    in the Republic of the Marshall Islands with limited liability            
    and is wholly and beneficially owned by Mr. Tsao Ke Wen Calvin            
    (Mr. Calvin Tsao), its sole director. Mr. Calvin Tsao aged 42             
    graduated with the degree of Bachelor of Science (Economic) from          
    the University of Buckingham, United Kingdom in 1986. Mr. Tsao            
    has extensive experience in business, financial and China                 
    investments. He began his career with Horwath & Horwath in 1986           
    and was a director of XXI Century Investments Company Limited             
    between 1993 to 1995 and was a director of Dynamic Global Holdings        
    Limited from 1998 to 2002, a listed company in Hong Kong with             
    investment in China, including Xiamen, Shanghai and Harbin. Mr.           
    Tsao is an executive director of Well Positioned Finance Limited,         
    a registered money-lender in Hong Kong.                                   
                                                                              
    Upon full exercise of the Convertible Note, the Subscriber will           
    be interested in 275,000,000 Shares, representing approximately           
    198% of the existing issued share capital of the Company and              
    approximately 56.88% of the issued share capital of the Company           
    as enlarged by the Conversion Shares (assuming completion of              
    the Open Offer) and accordingly will become the controlling               
    shareholder of the Company. Neither the Subscriber, its sole              
    shareholder nor parties acting in concert with any one of them            
    is interested in any shareholding of the Company and has dealt            
    in the Shares for the past six months from the date of the                
    Subscription Agreement.                                                   
                                                                              
    The Subscriber and its ultimate beneficial owner and sole                 
    director, Mr. Tsao Ke Wen Calvin, are independent third parties,          
    neither connected with nor acting in concert with the Company             
    and its connected persons (as defined under the Listing Rules).           
    Save for the Subscription Agreement, there is no business                 
    connection between the Company and the Subscriber within the              
    meaning of Part XV of the Securities and Futures Ordinance                
    (Chapter 571, Laws of Hong Kong).                                         
                                                                              
    WHITEWASH WAIVER                                                          
                                                                              
    Upon full exercise of the conversion rights attached to the               
    Convertible Note, the Subscriber will have 275,000,000 Shares,            
    representing approximately 198% of the existing issued share              
    capital of the Company and approximately 56.88% of the issued             
    share capital of the Company as enlarged by the Conversion Shares         
    (assuming completion of the Open Offer). As a result of the full          
    conversion of the Convertible Note, the Subscriber, its sole              
    shareholder and parties acting in concert with any one of them            
    will hold more than 30% of the issued share capital of the Company        
    as enlarged by the Conversion Shares (assuming completion of              
    the Open Offer) and therefore are obliged to make a mandatory             
    general offer for all the issued Shares (not already owned or             
    agreed to be acquired by the Subscriber and parties acting in             
    concert with it) under Rule 26 of the Takeovers Code.