09:20     PEAKTOP INT'L<00925> - Announcement & Resumption (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 appears for information purposes                        
    only and does not constitute an invitation or offer                       
    to acquire, purchase or subscribe for the shares of                       
    the Company.                                                              
                                                                              
    PEAKTOP INTERNATIONAL HOLDINGS LIMITED                                    
    *                                                                         
    (incorporated in Bermuda with limited liability)                          
    (Stock Code: 0925)                                                        
                                                                              
    CONNECTED TRANSACTION:                                                    
                                                                              
    CAPITALISATION OF SHAREHOLDERS' LOANS                                     
                                                                              
    On 18 May 2005, the Company entered into the                              
    Capitalisation Agreements with each of Mr. Lin, Mr.                       
    Halim and Mr. Ng, pursuant to which Mr. Lin, Mr. Halim                    
    and Mr. Ng have conditionally agreed to subscribe for                     
    42,086,000 new Shares each in cash at a subscription                      
    price of approximately HK$0.139 per Share.                                
                                                                              
    As at the date of the Capitalisation Agreements, the                      
    Company was indebted to each of Mr. Lin, Mr. Halim                        
    and Mr. Ng in the sum of US$750,000 (equivalent to                        
    approximately HK$5,850,000) each. The subscription                        
    price payable by each of Mr. Lin, Mr. Halim and Mr.                       
    Ng under the Capitalisation Agreements will be                            
    satisfied by capitalising the entire amount of the                        
    Shareholders' Loans due from the Company to Mr. Lin,                      
    Mr. Halim and Mr. Ng.                                                     
                                                                              
    The Subscription Shares represent approximately                           
    17.27% of the existing issued share capital of the                        
    Company and approximately 14.73% of the issued share                      
    capital of the Company as enlarged by the allotment                       
    and issue of the Subscription Shares.                                     
                                                                              
    Mr. Lin, Mr. Halim and Mr. Ng are the executive                           
    Directors. Mr. Lin is the chairman of the Company and                     
    Mr. Halim and Mr. Ng are co-vice chairmen of the                          
    Company. The Capitalisation therefore constitutes a                       
    connected transaction on the part of the Company under                    
    Rule 14 A.13 of the Listing Rules and will be subject                     
    to, among other things, the approval of the                               
    Independent Shareholders at the SGM by way of poll.                       
    Mr. Lin, Mr. Halim and Mr. Ng and their respective                        
    associates, including Mr. CF Lin, Tian Wan Pte. Ltd.,                     
    Mr. Daniel Halim, Jade Investment Limited and Ms.                         
    Jocelyn O. Angeleslao, will abstain from voting for                       
    the relevant resolutions approving the                                    
    Capitalisation and the allotment and issue of the                         
    Subscription Shares at the SGM.                                           
                                                                              
    The Independent Board Committee comprising the three                      
    independent non-executive Directors will be formed                        
    to advise the Independent Shareholders as to whether                      
    the terms of the Capitalisation are fair and                              
    reasonable and whether the Capitalisation is in the                       
    interests of the Company and the Shareholders as a                        
    whole and to advise on the Independent Shareholders                       
    on how to vote, taking into account of the                                
    recommendations of the independent financial                              
    advisers to be appointed. An independent financial                        
    adviser will be appointed to advise the Independent                       
    Board Committee and the Independent Shareholders