09:47     SKY HAWK COMP<01129> - 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.                   
                                                                              
    SKY HAWK COMPUTER GROUP HOLDINGS LIMITED                                  
    (Incorporated in the Cayman Islands with limited liability)               
    (Stock Code: 1129)                                                        
                                                                              
    PLACING OF EXISTING SHARES                                                
    AND                                                                       
    TOP-UP SUBSCRIPTION OF NEW SHARES                                         
    UNDER GENERAL MANDATE                                                     
                                                                              
    Sole Placing Agent                                                        
                                                                              
    Emperor Securities Limited                                                
                                                                              
    The Placing Agreement was entered on 24 May 2005 pursuant to which the    
    Placing Agent has agreed to place, on a best endeavours basis,            
    99,000,000 existing Shares held by the Vendor. The Placing will be made   
    to not less than six independent professional, institutional and/or       
    other investors at the Placing Price of HK$0.10 per Placing Share.        
                                                                              
    The Subscription Agreement was also entered on 24 May 2005 pursuant to    
    which the Vendor will subscribe for 99,000,000 new Shares, which is       
    equivalent to the number of Placing Shares, at the Subscription Price     
    of HK$0.10 per Share.  The Subscription is conditional upon the grant     
    of the listing of, and permission to deal in, the Subscription Shares     
    by the Listing Committee and completion of the Placing, in each case,     
    on or before 7 June 2005.  Application will be made to the Listing        
    Committee for the grant of the listing of, and permission to deal in,     
    the Subscription Shares.                                                  
                                                                              
    As at the date of this announcement, the Vendor holds approximately       
    49.17% of the existing issued capital of the Company. Upon completion     
    of the Placing and the Subscription, the Vendor will hold approximately   
    40.98% of the issued share capital of the Company as enlarged by the      
    allotment and issue of the Subscription Shares.                           
                                                                              
    The Placing and the Subscription will strengthen the financial position   
    of the Group and will enlarge the shareholder base and the capital base   
    of the Company.  Assuming the Placing is completed, the net proceeds      
    from the Subscription are estimated to be approximately HK$9.552          
    million.  It is the intention of the Directors to use such net proceeds   
    for general working capital.                                              
                                                                              
    At the request of the Company, trading in the Shares on the Stock         
    Exchange was suspended at 9:30 a.m. on 24 May 2005 pending the release    
    of this announcement. Application has been made by the Company to the     
    Stock Exchange for the resumption of trading in the Shares with effect    
    from 9:30 a.m. on 25 May 2005.                                            
                                                                              
    THE PLACING                                                               
                                                                              
    Date of the Placing Agreement:                                            
                                                                              
    24 May 2005                                                               
                                                                              
    The Vendor:                                                               
                                                                              
    Mr. Wang Chia Chin, the chairman of the Company. The Vendor currently     
    holds 243,403,000 Shares, representing approximately 49.17% of the        
    existing issued share capital of the Company.                             
                                                                              
    Basis of Placing:                                                         
                                                                              
    The Placing Agent will place the Placing Shares on a best endeavours      
    basis.                                                                    
                                                                              
    Number of Placing Shares:                                                 
                                                                              
    99,000,000 existing Shares held by the Vendor, representing 20% of the    
    existing issued share capital of the Company or approximately 16.67% of   
    the issued share capital of the Company as enlarged by the Subscription.  
                                                                              
    Placing Price:                                                            
                                                                              
    HK$0.10 per Share, representing (i) a discount of approximately 2% to     
    the closing price of HK$0.102 per Share as quoted on the Stock Exchange   
    on 23 May 2005, being the last trading day prior to the suspension of     
    trading in the Shares on the Stock Exchange pending the release of this   
    announcement; (ii) a premium of approximately 6.61% to the average of