10:41     CHEUNG TAI HONG<00199> - Announcement & Resumption (5)              

    or is misleading or untrue in any material respect;                       
                                                                              
    (iii)   the passing of the ordinary resolutions by the                    
    Shareholders at the SGM approving the creation and                        
    issue of the Subscription Convertible Notes to the                        
    Subscribers (other than Kopola) and the issue and                         
    allotment of the new Shares to the Subscribers (other                     
    than Kopola) resulting from the exercise of the                           
    conversion rights attached to the relevant                                
    Subscription Convertible Notes;                                           
                                                                              
    (iv)    the Listing Committee of the Stock Exchange                       
    agreeing to grant the listing of, and permission to                       
    deal in, the new Shares to be issued and allotted as                      
    a result of the exercise of the conversion rights                         
    attached to the Subscription Convertible Notes;                           
                                                                              
    (v)     the compliance of any other requirements under                    
    the Listing Rules and the Takeovers Code or otherwise                     
    of the Stock Exchange and the SFC which requires                          
    compliance in relation to the creation and issue of                       
    the Subscription Convertible Notes and the new Shares                     
    to be issued and allotted as a result of the exercise                     
    of the conversion rights attached to the Subscription                     
    Convertible Notes;                                                        
                                                                              
    (vi)    (where required) the Bermuda Monetary Authority                   
    granting its permission to the creation and issue of                      
    the Subscription Convertible Notes and the issue and                      
    allotment of the new Shares resulting from the                            
    exercise of the conversion rights attached to the                         
    Subscription Convertible Notes;                                           
                                                                              
    (vii)   the obtaining of all consents from any relevant                   
    persons which are necessary or desirable in                               
    connection with the creation and issue of the                             
    Subscription Convertible Notes (and, where such                           
    consents are given subject to conditions, such                            
    conditions are on terms as may be reasonably                              
    acceptable to the Company);                                               
                                                                              
    (viii)  the Company having produced to the                                
    Subscribers a legal opinion issued by a firm of                           
    Bermudan lawyers that the Company is duly                                 
    incorporated and in good standing and that it has full                    
    power to enter into the Subscription Agreements and                       
    the Subscription Agreements are and (when executed                        
    and subject to fulfillment of the conditions of the                       
    Subscription) the Subscription Convertible Notes                          
    will be legal, valid and binding on it and enforceable                    
    in accordance with the respective terms thereof; and                      
                                                                              
    (ix)    the Company having confirmed that the aggregate                   
    principal sum of the Subscription Convertible Notes                       
    and Placing Convertible Notes shall not be less than                      
    HK$1,000 million and that such amount, after                              
    deducting all related expenses, shall be payable to,                      
    and for the account of, the Company.                                      
                                                                              
    In addition to the above conditions, completion of                        
    the subscription of Subscription Convertible Notes                        
    by Loyal Concept is also conditional upon the passing                     
    of the necessary resolution(s) by shareholders of                         
    Hanny at a general meeting approving, inter alia, the                     
    subscription of Subscription Convertible Notes by                         
    Loyal Concept and the transactions contemplated under                     
    the Subscription Agreement in relation thereto; and                       
    completion of the subscription of Subscription                            
    Convertible Notes by Kopola is also conditional upon                      
    the passing of the ordinary resolution(s) by the                          
    independent Shareholders at the SGM approving the                         
    creation and issue of the Subscription