09:48 SKY HAWK COMP<01129> - Announcement & Resumption (3) Conditions and completion of the Subscription: The Subscription by the Vendor of the Subscription Shares is conditional upon: (i) the Placing Agreement not being terminated and completion of the Placing in accordance with the terms of the Placing Agreement; and (ii) the Listing Committee granting or agreeing to grant the listing of, and permission to deal in, the Subscription Shares. The above conditions must be satisfied within 14 days from the date of the Subscription Agreement, or such other date as the parties may agree. If any conditions above stated are not being satisfied, all rights, obligations and liabilities of the parties in relation to the Subscription will cease and determine. Completion of the Subscription is expected to take place on or before 8 June 2005. Application for listing: Application will be made to the Listing Committee for the grant of the listing of, and permission to deal in, the Subscription Shares. Mandate to issue Subscription Shares The Subscription Shares will be allotted and issued under the general mandate granted to the Directors pursuant to a resolution passed at the annual general meeting of the Company held on 24 June 2004. The Company has not exercised such general mandate to allot and issue any Shares prior to the Placing. EFFECT OF THE PLACING AND THE SUBSCRIPTION The effect on the shareholding structure of the Company immediately after completion of the Placing and the Subscription is as follows: Existing (before Immediately after completion completion of the Placing Immediately after of the Placing and but before completion of completion of the Placing the Subscription) the Subscription and the Subscription Number of Number of Number of Shares % Shares % Shares % Vendor (Note 1) 243,403,000 49.17% 144,403,000 29.17% 243,403,000 40.98%Ko Su Mei (Note 2) 243,403,000 49.17% 144,403,000 29.17% 243,403,000 40.98%Wang Chia Chun 27,700,000 5.60% 27,700,000 5.60% 27,700,000 4.66%Ko Kin Hang 26,764,000 5.41% 26,764,000 5.41% 26,764,000 4.50% Public - Placees - 0% 99,000,000 20% 99,000,000 16.67% - Others 197,133,000 39.82% 197,133,000 39.82% 197,133,000 33.19% Total 495,000,000 100% 495,000,000 100% 594,000,000 100% Note 1: The Vendor is the spouse of Ms. Ko Su Mei, therefore, he is taken to be interested in 126,252,000 Shares beneficially owned by Ms. Ko Su Mei by virtue of the Securities and Futures Ordinance. Note 2: Ms. Ko Su Mei is the spouse of the Vendor, therefore, she is taken to be interested in 117,151,000 Shares beneficially owned by the Vendor by virtue of the Securities and Futures Ordinance. EXPENSES The Company will bear all the costs and expenses of approximately HK$348,000 incurred in relation to the Placing and the Subscription (including a commission of 3% of the aggregate Placing Price payable to the Placing Agent) and will reimburse the Vendor for all costs and expenses incurred therein. Taking into account of the relevant costs and expenses, the net price to the Company of each Placing Share is approximately HK$0.096 per Share. REASONS FOR THE PLACING AND THE SUBSCRIPTION AND USE OF PROCEEDS The Group is mainly engaged in high-end aluminum chassis and production of certain middle-to-low end products such as iron computer chassis and power supply.