10:39 CHEUNG TAI HONG<00199> - Announcement & Resumption (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. * CHEUNG TAI HONG HOLDINGS LIMITED (Incorporated in Bermuda with limited liability) (Stock Code: 199) SUBSCRIPTION AND PLACING OF CONVERTIBLE NOTES CONNECTED TRANSACTION CHANGES IN DIRECTORSHIP AND RESUMPTION OF TRADING The Board wishes to announce that the Company has entered into nine Subscription Agreements with each of the Subscribers and the Placing Agreement with the Placing Agent respectively. Seven of the Subscription Agreements with each of the Fund Subscribers were entered into on 8 April 2005 and two of the Subscription Agreements and the Placing Agreement were entered into on 20 April 2005. Each of the Subscription Agreements and the Placing Agreement are not inter-conditional on each other. Of the nine Subscribers, seven of them are Fund Subscribers, with the remaining two Subscribers being Loyal Concept and Kopola. Pursuant to the Subscription Agreements, the Fund Subscribers in aggregate, Loyal Concept and Kopola have conditionally agreed to subscribe by cash for the Subscription Convertible Notes with principal amounts of HK$356 million, HK$450 million and HK$150 million respectively. Each of the Fund Subscribers and their respective investment managers is independent of, not connected and not acting in concert with the Company and its connected persons (as defined under the Listing Rules), and are not connected persons of the Company. Four of the Fund Subscribers (with total subscription amount of HK$195 million) are related to each other to the extent that they have been established and are managed by a common investment manager which is licensed by the SFC. Loyal Concept is an indirect wholly-owned subsidiary of Hanny whose shares are listed on the main board of the Stock Exchange. Notwithstanding the fact that the newly appointed Director, Mr. Cheung Hon Kit, is also a non-executive director of Hanny, and an independent non-executive Director, Mr. Kwok Ka Lap, Alva, is also an independent non-executive director of Hanny, each of Loyal Concept and Hanny is independent of, not connected and not acting in concert with the Company and its connected persons (as defined under the Listing Rules), and are not connected persons of the Company. Kopola is 50% held by Mr. Ho, the deputy chairman and independent non-executive Director, and therefore an Associate of Mr. Ho. As Mr. Ho is a connected person of the Company under Rule 14A.11 of the Listing Rules, Kopola is regarded as a connected person of the Company under Rule 14A.11 of the Listing Rules. Pursuant to the Placing Agreement, the Placing Agent will procure, on a best effort basis, no less than six Placees to subscribe by cash for Placing Convertible Notes with a principal amount of HK$44 million. All the Placees and their respective ultimate beneficial owners will be independent of,