09:19 MAE HOLDINGS<02976> - 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. MAE HOLDINGS LIMITED (Incorporated in Bermuda with limited liability) (Stock Code: 851) RESULTS OF THE SPECIAL GENERAL MEETING CAPITAL REORGANISATION, RIGHTS ISSUE AND WHITEWASH WAIVER The Board announces that all special and ordinary resolutions were duly passed at the SGM held on 17th May, 2005. The Capital Reorganisation has become effective from 4:00 p.m. on 17th May, 2005. The Prospectus Documents for the Rights Issue are expected to be despatched to the Qualifying Shareholders on 26th May, 2005. The prospectus for the Rights Issue (but not PAL and EAF) is expected to be despatched to the Excluded Shareholders (if any) on the same day. The register of members of the Company will close between 23rd May, 2005 and 25th May, 2005 (both dates inclusive). In order to be registered as a member of the Company on the Record Date, Shareholders must lodge the relevant transfers of Existing Shares and/or Consolidated Shares (with the relevant share certificates) with Tengis Limited, the branch share registrar of the Company in Hong Kong, by 4:00 p.m. on 20th May, 2005. The Whitewash Waiver was conditionally granted by the Executive on 6th May, 2005. Now that the Whitewash Waiver has been approved by the Independent Shareholders at the SGM, all the conditions of the Whitewash Waiver have been fulfilled. Accordingly, no general offer will be required to be made by the Underwriter and parties acting in concert with it for all the Consolidated Shares not already owned or agreed to be acquired by them. Reference is made to the announcements of the Company dated 1st April, 2005 and 22nd April, 2005 (the "Second Announcement") and the circular of the Company dated 22nd April, 2005 (the "Circular") in relation to the Capital Reorganisation, the Rights Issue and the Whitewash Waiver (collectively, referred to as the "Proposal" hereinafter), and the notice of the SGM published by the Company on 22nd April, 2005 (the "Notice"). Unless otherwise specified, capitalised terms used herein have the meanings ascribed thereto in the Circular. RESULTS OF THE SGM The SGM was held on 17th May, 2005 for the purpose of considering and, if thought fit, approving the resolutions for the Proposal. Resolutions numbered 1 to 4 set out in the Notice in respect of the Capital Reduction, the Share Subdivision and the Share Consolidation were duly passed by way of show of hands at the SGM. As at the date of the SGM, the total number of Existing Shares in issue was 4,483,840,000, of which 835,500,000 Existing Shares (or approximately 18.6% of the total issued share capital of the Company) were held by HK Sky. HK Sky, its associates and parties acting in concert with it (including Mr. Lo Wai Shing, Felix) together with those who are interested in or involved in the underwriting of the Rights Issue were required to abstain from voting on resolutions numbered 5 and 6 set out in the Notice approving the Rights Issue and the Whitewash Waiver. As at the date of the SGM, except for HK Sky, no other associates or parties acting in concert with HK Sky held any Existing Shares. Pursuant to Rule 7.19(6)(a) of the Listing Rules, the Directors (excluding the independent non-executive Directors), the chief executive of the Company and their respective associates were required to abstain from voting in favour of resolution numbered 5 set out in the Notice approving the Rights Issue. As at the date of the SGM, except for Mr. Lo Wai Shing, Felix who is an executive Director and the sole beneficial owner of HK Sky, none of the other executive Directors, chief executive of the Company or any of their respective associates held any Existing Shares.