11:45 RUILI HOLD<00491>&HANNY HOLDINGS<00275>-Joint Ann.&Resume-23 Main Board of the Stock Exchange "Consideration" the consideration of HK$336,274,510 payable by the Group to the Vendor for the acquisition of a 49% interest in Galaxy pursuant to the Acquisition Agreement "connected person" has the meaning ascribed to it under the Listing Rules "Completion Date" the date on which completion of the Proposed Acquisition will take place, being the fifth business day (excluding Saturday) after the fulfilment of the last of the conditions set out in the sub-paragraph headed "Conditions precedent" in the paragraph headed "The Acquisition Agreement" in this announcement "Conversion Shares" the Adjusted Shares to be issued by the Company as a result of exercise of the conversion right attaching to the Convertible Notes "Convertible Notes convertible notes up to an aggregate principal amount of HK$300,000,000 to be issued by the Company under the Convertible Notes Subscription and the Convertible Notes Placing "Convertible Notes Subscription" the subscription for the Convertible Notes in an aggregate principal amount of HK$170,000,000 by Hanny pursuant to the Convertible Notes Subscription Agreement "Convertible Notes Subscription Agreement" the subscription agreement dated 21 April 2005 entered into between the Company and Hanny in respect of the Convertible Notes Subscription "Convertible Notes Placing" the placing of the Convertible Notes up to an aggregate principal amount of HK$130,000,000 by the Placing Agent pursuant to the Convertible Notes Placing Agreement "Convertible Notes Placing Agreement" the placing agreement dated 21 April 2005 entered into between the and the Placing Agent in respect of the Convertible Notes Placing "Director(s)" director(s) of the Company "Dr. Chan" Dr. Chan Kwok Keung, Charles "EAF(s)" form(s) of application for excess Rights Shares proposed to be issued to the Qualifying Shareholders "Enjoy Profits" Enjoy Profits Limited, a company incorporated in the British Virgin Islands and a wholly owned subsidiary of the Company "Excluded Shareholders" those Overseas Shareholders whom the Directors, after making relevant enquiry, consider their exclusion from the Rights Issue to be necessary or expedient on account either of the legal restrictions under the laws of the relevant place or the requirements of the relevant regulatory body or stock exchange in that place "Galaxy" Galaxy Satellite TV Holdings Limited, a corporation incorporated under the laws of Hong Kong with limited liability "Galaxy Broadcasting" Galaxy Satellite Broadcasting Limited, a company incorporated in Hong Kong with limited liability and a wholly owned subsidiary of Galaxy "Galaxy Group" Galaxy and Galaxy Broadcasting "Galaxy Shareholders" the Vendor, Enjoy Profits, Dr. Chan or his nominee (as appropriate) "Galaxy Share(s)" the issued ordinary share(s) of Galaxy of HK$1.00 each "Group" the Company and its subsidiaries "Hanny" Hanny Holdings Limited, a company incorporated in Bermuda with limited liability and the shares of which are listed on the Main Board of the Stock Exchange "Hanny Group" Hanny and its subsidiaries "Hong Kong" Hong Kong Special Administrative Region of the PRC "Initial Conversion Price" the initial conversion price of HK$0.12 per Conversion Share (subject to adjustment)