09:48     HANNY HOLDINGS<00275>-Announcement&Resumption of Trading(1)         

    The Stock Exchange of Hong Kong Limited takes no responsibility for the   
    contents of this announcement, makes no representation as to its          
    accuracy or completeness and expressly disclaims any liability            
    whatsoever for any loss howsoever arising from or in reliance upon the    
    whole or any part of the contents of this announcement.                   
                                                                              
    HANNY HOLDINGS LIMITED                                                    
    (Incorporated in Bermuda with limited liability)                          
    Stock code: 275                                                           
                                                                              
    MAJOR TRANSACTION                                                         
                                                                              
    SUBSCRIPTION OF CONVERTIBLE NOTE OF                                       
    CHEUNG TAI HONG HOLDINGS LIMITED                                          
                                                                              
                                                                              
    On 20th April, 2005, Loyal Concept, an indirect wholly-owned subsidiary   
    of the Company, entered into the Subscription Agreement with CTH in       
    relation to the subscription by Loyal Concept of a zero coupon            
    convertible note due 2010 of CTH with a principal amount of HK$450        
    million.                                                                  
                                                                              
    Upon full conversion of the Convertible Note at the Initial Conversion    
    Price, Loyal Concept will be interested in a total of 1,022,727,272 CTH   
    Conversion Shares.                                                        
                                                                              
    Depending on the then shareholding structure of CTH and the extent to     
    which the conversion rights of the Convertible Note are to be exercised   
    by Loyal Concept, Loyal Concept may become interested in 30% or more of   
    the enlarged issued share capital of CTH upon conversion of the           
    Convertible Note. In such circumstances, Loyal Concept will be obliged    
    to make a mandatory offer to the shareholders of CTH to acquire all the   
    CTH Shares, other than those already owned or agreed to be acquired by    
    Loyal Concept and parties acting in concert with it, in accordance with   
    Rule 26 of the Takeovers Code. Loyal Concept will comply with the         
    relevant requirements of the Takeovers Code in such event that an         
    obligation for a mandatory general offer arises.                          
                                                                              
    The Subscription under the Subscription Agreement constitutes a major     
    transaction for the Company under the Listing Rules. Depending on the     
    number of further CTH Shares which may be acquired by Loyal Concept       
    pursuant to the aforesaid mandatory offer (if any) to the shareholders    
    of CTH pursuant to the Takeovers Code, the acquisition of such            
    additional equity interests in CTH, when aggregated with the CTH          
    Conversion Shares to be issued on exercise of the conversion rights       
    attached to the Convertible Note in accordance with Rule 14.22 of the     
    Listing Rules, may constitute a very substantial acquisition for the      
    Company under the Listing Rules. Accordingly, the Subscription and the    
    transactions contemplated under the Subscription Agreement (including     
    the possible very substantial acquisition regarding the possible          
    acquisition of further equity interests in CTH) are subject to the        
    approval of the Shareholders in a general meeting of the Company.         
                                                                              
    A circular containing, among other things, details of the Subscription    
    Agreement, information on CTH and a notice convening the special general  
     meeting of the Company will be sent to the Shareholders as soon as       
    practicable.                                                              
                                                                              
    At the request of the Company, trading in the Shares on the Stock         
    Exchange was suspended with effect from 9:45 a.m. on 8th March, 2005      
    pending the release of an announcement in relation to, among others, the  
     disposal of approximately 15.3% interests in China Strategic Holdings    
    Limited, details of which were set out in a joint announcement of the     
    Company dated 19th April, 2005. Application has been made by the Company  
     to the Stock Exchange for resumption of trading in the Shares with       
    effect from 9:30 a.m. on 21st April, 2005.                                
                                                                              
    INTRODUCTION                                                              
                                                                              
    On 20th April, 2005, Loyal Concept, an indirect wholly-owned subsidiary   
    of the Company, entered into the Subscription Agreement with CTH in       
    relation to the subscription by Loyal Concept of a zero coupon            
    convertible note due 2010 of CTH with a principal amount of HK$450        
    million.                                                                  
                                                                              
    On 8th April, 2005 and 20th April, 2005, CTH entered into (i) eight       
    other subscription agreements with the Other Subscribers in relation to   
    the subscription by the Other Subscribers of zero coupon convertible      
    notes due 2010 of CTH with an aggregate principal amount of HK$506        
    million; and (ii) the CTH Placing Agreement with the CTH Placing Agent    
    in relation to the placing of zero coupon convertible notes due 2010 of   
    CTH up to an aggregate principal amount of HK$44 million. Each of the     
    Subscription Agreement, the other eight subscription agreements and the   
    CTH Placing Agreement are not inter-conditional on each other. The