11:46 RUILI HOLD<00491>&HANNY HOLDINGS<00275>-Joint Ann.&Resume-24 "Independent Shareholders" Shareholders other than Mr. Yu, Dr. Chan and their respective associates "Latest Time for Termination" 4:00 p.m. on the third business day following the latest time for acceptance of the offer of, and payment for the Rights Shares, which is expected to be 8 July 2005, being the latest time to terminate the Underwriting Agreement "Listing Rules" the Rules Governing the Listing of Securities on the Main Board of the Stock Exchange "Overseas Shareholders" Shareholders whose addresses on the register of members of the Company are outside Hong Kong on the Record Date "Mr. Yu" Mr. Yu Kam Kee, Lawrence, M.B.E., J.P., a Director and a Shareholder interested in approximately 6.4% of the existing issued share capital of the Company "New Equity Issue" the allotment of 23,117,759 new Galaxy Shares upon completion of the Acquisition Agreement to Enjoy profits, Dr. Chan or his nominee (as the case may be) and the Vendor in the proportion of 49%, 49% and 2% respectively, being their shareholdings in Galaxy upon completion of the Acquisition Agreement "PAL(s)" the renounceable provisional allotment letters representing the Rights Shares proposed to be issued to the Qualifying Shareholders "Pay TV Licence" the Domestic Pay Television Programme Service Licence granted to Galaxy Broadcasting "Placing Agent" Tai Fook, being the placing agent in respect of the Convertible Notes Placing "Proposed Acquisition" the proposed acquisition of a 49% interest in Galaxy by Enjoy Profits pursuant to the terms and conditions of the Acquisition Agreement "Prospectus Documents" prospectus relating to the Rights Issue, PAL and EAF "Prospectus Posting Date" 20 June 2005 or such later date as the Underwriter may agree in writing with the Company "Purchasers" Enjoy Profits and Dr. Chan "Qualifying Shareholders" Shareholders on the register of members of the Company on the Record Date other than the Excluded Shareholders "Record Date" 17 June 2005, being the date by reference to which entitlements under the Rights Issue will be determined "Rights Issue" the proposed issue of the 1,615,668,333 Rights Shares at the Subscription Price on the basis of three Rights Shares for every existing Share held on the Record Date "Rights Share(s)" the 1,615,668,333 Adjusted Shares proposed to be issued pursuant to the Rights Issue "Sales Shares" collectively the 542,002,500 Galaxy Shares, representing in aggregate 51% of the total issued capital of Galaxy, to be sold as contemplated under the Acquisition Agreement "Settlement Date" 8 July 2005 or such other date as the Underwriters and the Company may agree in writing "SFC" Securities and Futures Commission "SGM" the special general meeting of Company to be convened for the purposes of considering and, if thought fit, approving, among other things, the Proposed Acquisition, the Rights Issue, the Convertible Notes Subscription, the Convertible Notes Placing and the Capital Reorganisation "Share(s)" ordinary share(s) of HK$0.40 each in the share capital of the Company and after the Capital Reorganisation having become effective, the Adjusted Share(s) "Shareholder(s)" holder(s) of the Share(s) "Shareholders' Agreement" means the shareholders' agreement proposed to be entered into between the Galaxy Shareholders upon completion of the Acquisition Agreement "Specified Event" an event occurring or matter arising on or after the