11:45 RUILI HOLD<00491>&HANNY HOLDINGS<00275>-Joint Ann.&Resume-22 The transactions contemplated under the Underwriting Agreement and the Convertible Notes Subscription Agreement constitute a discloseable transaction for Hanny under the Listing Rules. A circular will be sent to shareholders of Hanny as soon as practicable. CLARIFICATION ON SHAREHOLDING OF THE COMPANY The Company notes from the Disclosure of Interests by substantial shareholders as at 28 April 2005 that appears on the website of the Exchange (www.hkex.com.hk) that Asia Orient Company Limited ("AOC"), Asia Orient Holdings Limited ("AOH"), Mr. Poon Jing ("Mr. Poon"), Mr. Yeung, Gold Wide Securities Limited ("Gold Wide"), Young Champion Holdings Limited ("YCH") and Young Champion Securities Limited ("YCS") have reported shareholding interest in the Company. To the best knowledge of the Company, AOC and AOH are companies controlled by Mr. Poon; while Gold Wide, YCS and YCH are companies controlled by Mr. Yeung. Based on the disclosure of interest form dated 25 April 2005 (the "SFO Form") filed by Mr. Yeung, Mr. Yeung holds 12.5 million Shares (or approximately 2.32% in the existing issued share capital of the Company) prior to filing the SFO Form. To the best knowledge of the Company, YCS and AOC are the sub-underwriters of the Rights Issue; and Mr. Poon, Gold Wide, YCS, YCH, AOH and AOC do not currently hold any shares of the Company. GENERAL The Company A circular will be despatched as soon as practicable to the Shareholders containing details of, among other things, (i) the Proposed Acquisition; (ii) the Rights Issue; (iii) the Convertible Notes Subscription and the Convertible Notes Placing; (iv) the Capital Reorganisation; (v) the recommendation of the independent board committee of the Company to the Independent Shareholders in respect of the Proposed Acquisition, the Rights Issue, the Convertible Notes Subscription and the Convertible Notes Placing; (vi) the letter of advice from the independent financial adviser in respect of the terms of the Proposed Acquisition, the Rights Issue, the Convertible Notes Subscription and the Convertible Notes Placing; and (vii) a notice to convene the SGM. Hanny A circular of Hanny containing details of the Underwriting Agreement and the Convertible Notes Subscription will be despatched to the shareholders of Hanny as soon as practicable. SUSPENSION AND RESUMPTION OF TRADING The Company At the request of the Company, trading in the Shares was suspended with effect from 2:30 p.m. on 19 April 2005 pending the release of this announcement. An 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 3 May 2005. Hanny At the request of Hanny, trading in the shares of Hanny was suspended with effect from 10:00 a.m. on 25 April 2005 pending the release of this announcement. An application has been made by Hanny to the Stock Exchange for resumption of trading in its shares with effect from 9:30 a.m. on 3 May 2005. DEFINITIONS In this announcement, the following expressions have the meanings set out below unless the context requires otherwise. "Acquisition Agreement" the conditional sale and purchase agreement dated 21 April 2005 entered into between the Purchasers, the Vendor and the Company relating to the sale and purchase of the Sales Shares and the New Equity Issue "Adjusted Share" share(s) of HK$0.01 each in the share capital of the Company upon the Capital Reorganisation becoming effective "associates" has the meaning ascribed to it under the Listing Rules "Board" board of the Directors "Company" Ruili Holdings Limited, a company incorporated in Bermuda with limited liability and the issued shares of which are listed on the