09:22 PEAKTOP INT'L<00925> - Announcement & Resumption (6) Ng. Each of Ms. Jocelyn O. Angeleslao and Mr. Ng beneficially owns 50% of the entire issued share capital of Jade Investment Limited, which in turn holds 88,359,800 Shares. Ms. Jocelyn O. Angeleslao is deemed to be interested in the 24,157,200 Shares directly held by Mr. Ng and she is also the beneficial owner of 7,601,000 Shares. Mr. Lin, Mr. Halim, 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 an independent financial advisers. An independent financial adviser will be appointed to advise the Independent Board Committee and the Independent Shareholders in this regard. Application will be made by the Company to the Stock Exchange for the listing of, and permission to deal in, the Subscription Shares. A circular containing, among other things, further details of the Capitalisation, the IFA Letter, the recommendation of the Independent Board Committee to the Independent Shareholders on the Capitalisation together with the notice of the SGM will be despatched to the Shareholders within 21 days from the date of this announcement. Trading in the Shares on the Stock Exchange was suspended at the request of the Company from 9:30 a.m. on 28 April 2005 pending the release of this announcement. Application has been made to the Stock Exchange for the resumption of trading in Shares at 9:30 a.m. on 19 May 2005. DEFINITIONS In this announcement, unless the context otherwise requires, the following expressions shall have the following meaning: "associates" has the meaning ascribed to this term under the Listing Rules "Capitalisation" the subscription of the Subscription Shares at HK$0.139 per Subscription Share by Mr. Lin, Mr. Halim and Mr. Ng under the Lin Capitalisation Agreement, Halim Capitalisation Agreement and Ng Capitalisation Agreement respectively by capitalising the entire amount of the Shareholders' Loans "Capitalisation Agreements" collectively the Lin Capitalisation Agreement, Halim Capitalisation Agreement and Ng Capitalisation Agreement "Company" Peaktop International Holdings Limited, a company incorporated in Bermuda with limited liability and the issued Shares of which are listed on the main board of the Stock Exchange "Completion" completion of the Capitalisation pursuant to the Capitalisation Agreements