09:51 HANNY HOLDINGS<00275>-Announcement&Resumption of Trading(8) of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) "CTH Placing Agreement" the conditional placing agreement dated 20th April, 2005 entered into between CTH and the CTH Placing Agent in relation to the placing of the CTH Placing Convertible Notes, details of which are set out in the CTH Announcement "CTH Placing Convertible Notes" the zero coupon convertible notes due 2010 up to the principal amount of HK$44 million proposed to be issued by CTH by way of private placing pursuant to the CTH Placing Agreement "CTH Shares" fully paid ordinary share(s) of HK$0.01 each in the share capital of CTH "Company" Hanny Holdings Limited, a company incorporated in Bermuda with limited liability, the shares of which are listed on the main board of the Stock Exchange "Completion" completion of the Subscription Agreement "Convertible Note" the HK$450 million zero coupon convertible note due 2010 proposed to be issued by CTH and subscribed by Loyal Concept pursuant to the Subscription Agreement (being part of Aggregate Subscription Convertible Notes), which entitle Loyal Concept to convert the principal amount outstanding into CTH Conversion Shares at the Initial Conversion Price "Directors" directors of the Company "Fund Subscribers" subscribers of the zero coupon convertible notes due 2010 of CTH with an aggregate principal amount of HK$356 million, who are funds managed by global asset management firms "Group" the Company and its subsidiaries "Hong Kong" the Hong Kong Special Administrative Region of the People's Republic of China "Initial Conversion Price" the initial conversion price of HK$0.44 per CTH Share (subject to adjustment) of the Convertible Note "Kopola" Kopola Investment Company Limited, a company incorporated in the British Virgin Islands with limited liability and a subscriber of the zero coupon convertible notes due 2010 of CTH with a principal amount of HK$150 million "Listing Rules" the Rules Governing the Listing of Securities on the Stock Exchange "Loyal Concept" Loyal Concept Limited, a company incorporated in the British Virgin Islands with limited liability and an indirect wholly-owned subsidiary of the Company "Maturity Date" the fifth anniversary of the date of issue of the Convertible Note "Other Subscribers" the Fund Subscribers and Kopola "SFC" the Securities and Futures Commission "Share(s)" ordinary share(s) of HK$0.01 each in the issued share capital of the Company "Shareholders" holders of the Shares "Subscription" the subscription of the Convertible Note by Loyal Concept pursuant to the Subscription Agreement "Subscription Agreement" the conditional subscription agreement dated 20th April, 2005 entered into between Loyal Concept and CTH in relation to the Subscription, subject to the terms and conditions contained therein "Stock Exchange" The Stock Exchange of Hong Kong Limited "Takeovers Code" The Hong Kong Code on Takeovers and Mergers "HK$" Hong Kong dollars, the lawful currency of Hong Kong By order of the board HANNY HOLDINGS LIMITED Dr. Chan Kwok Keung, Charles Chairman 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. No Shareholders will be required to abstain from voting on 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). A special general meeting will be convened by the Company at which resolution will be proposed to seek Shareholders' approval of 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). 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. SUSPENSION AND RESUMPTION OF TRADING 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 the 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. As at the date of this announcement, the Directors are as follows : Executive Directors : Non-executive Directors : Dr. Chan Kwok Keung, Charles Mr. Fok Kin-ning, Canning Dr. Yap, Allan Mr. Ip Tak Chuen, Edmond Mr. Lui Siu Tsuen, Richard Mr. Cheung Hon Kit Mr. Chan Kwok Hung Ms. Shih, Edith (Alternate to Mr. Fok Kin-ning, Canning) Independent Non-executive Directors : Mr. Yuen Tin Fan, Francis Mr. Kwok Ka Lap, Alva Mr. Wong King Lam, Joseph DEFINITIONS In this announcement, the following terms have the following meanings:- "Aggregate Subscription" collectively, the Subscription and the subscription for the zero coupon convertible notes due 2010 of CTH with the principal amount of HK$506 million by the Other Subscribers "Aggregate Subscription the zero coupon convertible notes due 2010 with the principal Convertible Notes" amount of HK$956 million (including the Convertible Note of HK$450 million) proposed to be issued by CTH by way of direct subscription "associate" has the meaning as defined in the Listing Rules "CTH" Cheung Tai Hong Holdings Limited, a company incorporated in Bermuda with limited liability, the shares of which are listed on the main board of the Stock Exchange "CTH Announcement" an announcement of CTH dated 20th April, 2005 in relation to the proposed issue of (i) the Aggregate Subscription Convertible Notes; and (ii) the CTH Placing Convertible Notes "CTH Conversion Shares" new CTH Shares which would fall to be issued by CTH upon the exercise of the conversion rights attached to the Convertible Note at the then effective conversion price "CTH Group" CTH and its subsidiaries "CTH Placing" the placing of CTH Placing Convertible Notes pursuant to the CTH Placing Agreement "CTH Placing Agent" Tai Fook Securities Company Limited, a licensed corporation to carry on regulated activities 1, 3 and 4 for the purpose