15:14 JACKLEY HOLDING<00353> - Announcement (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. This announcement is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities. ORIENT INDUSTRIES HOLDINGS LIMITED * (Incorporated in the Cayman Islands with limited liability) (Stock Code: 353) DESPATCH OF WHITEWASH DOCUMENT RELATING TO PROPOSED ISSUE OF CONVERTIBLE NOTE AND THE WHITEWASH WAIVER A Whitewash Document (as defined hereunder) containing, amongst other things, further details of the Subscription Agreement, the issue of the Convertible Note, the Whitewash Waiver, the recommendation of the independent board committee of the Company to the Independent Shareholders and the letter of advice from the independent financial advisers to the independent board committee of the Company, comprising all the independent non-executive Directors, and the Independent Shareholders in respect of (i) the Whitewash Waiver; and (ii) the Subscription Agreement and the issue of the Convertible Note and the allotment and the issue of the Conversion Shares upon exercise of the Convertible Note, together with a notice to convene the EGM for the purpose of considering (i) the Whitewash Waiver; and (ii) the Subscription Agreement and the issue of the Convertible Note and the allotment and the issue of the Conversion Shares will be despatched to the Shareholders on 13 May 2005. The Independent Shareholders are reminded that the EGM for considering, amongst other things, (i) the Subscription Agreement and the issue of the Convertible Note and the allotment and the issue of the Conversion Shares; and (ii) the Whitewash Waiver will be held at 4:30 p.m. on Monday, 30 May 2005. Reference is made to the press announcements (the "Announcements") issued by the Company dated 15 April 2005 and 5 May 2005. Terms used in this announcement shall have the same meanings as those defined in the Announcements unless defined otherwise herein. DESPATCH OF WHITEWASH DOCUMENT A whitewash document (the "Whitewash Document") containing, amongst other things, further details of the Subscription Agreement, the issue of the Convertible Note, the Whitewash Waiver, the recommendation of the independent board committee of the Company to the Independent Shareholders and the letter of advice from the independent financial advisers to the independent board committee of the Company, comprising all the independent non-executive Directors, and the Independent Shareholders in respect of (i) the Whitewash Waiver; and (ii) the Subscription Agreement and the issue of the Convertible Note and the allotment and the issue of the Conversion Shares upon exercise of the Convertible Note, together with a notice to convene the EGM for the purpose of considering (i) the Whitewash Waiver; and (ii) the Subscription Agreement and the issue of the Convertible Note and the allotment and the issue of the Conversion Shares will be despatched to the Shareholders on 13 May