Bloks Group Limited — Capital/Financing Update 2000

Apr 3, 2000

Listed Company Information

N P H INT'L<0182> - Announcement 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. N P H INTERNATIONAL HOLDINGS LIMITED (Incorporated in Bermuda with limited liability) ANNOUNCEMENT - FINANCIAL RESTRUCTURING Capital Restructuring Debt Restructuring Issue of Convertible Notes by N P H Issue of 800 million New Consolidated Shares in N P H Connected Transaction Possible Whitewash Waiver from Obligation to Make A General Offer Private Placement of 200 million New Consolidated Shares in N P H The Company reproduces in this announcement certain financial information of the Group which has not been previously disclosed. The Directors refer to the Announcement regarding the Capital Restructuring of N P H, the debt restructuring of N P H, the issue of Convertible Notes by N P H, the issue of Consolidated Shares in N P H and the possible Whitewash Waiver to be granted by the SFC pursuant to the Takeovers Code. Unless defined herein, terms defined in the Announcement shall bear the same meanings when used in this announcement. The Circular was despatched to the shareholders of N P H on 1 April 2000 and a special general meeting to consider the matters mentioned in the Circular will be held on 25 April 2000 at Salon I, 1st Floor, the Harbour Plaza, 20 Tak Fung Street, Hung Hom, Kowloon, Hong Kong. The Circular contains the following financial information of the Group which has not been previously disclosed. They are reproduced as follows: 1. Unaudited consolidated results for the ten months ended 31 January 2000 The following unaudited consolidated profit and loss account of the Group for the period from 1 April 1999 to 31 January 2000 which has been prepared by the Directors on the basis of preparation as set out in the "Note to the Unaudited Consolidated Profit and Loss Account" below, may be subject to adjustments upon audit and/or changes as a result of any subsequent events which may arise after 28 March 2000. Unaudited Consolidated Profit and Loss Account For the period For the period from from 1 April 1999 1 April 1999 to to 31 January 2000 30 September 1999 (Note 2) HK$'000 HK$'000 Turnover 22,293 11,796 Loss before taxation (2,543) (10,032) Taxation 10 (26) Net loss attributable to shareholders (2,533) (10,058) Loss per share -Basic (Note 1) (0.46 cents) (1.95 cents) Notes: 1. The calculation of basic loss per share for the period from 1 April 1999 to 31 January 2000 is based on the net loss attributable to shareholders of approximately HK$2,533,000 and on the weighted average number of 548,701,000 ordinary shares in issue during the period. 2. The unaudited consolidated profit and loss account of the Group for the period from 1 April 1999 to 30 September 1999, which is presented for comparative purpose, is extracted from the unaudited interim report of the Group for the six months ended 30 September 1999. Note to the Unaudited Consolidated Profit and Loss Account For the period from 1 April 1999 to 31 January 2000 Basis of preparation The unaudited consolidated profit and loss account for the period from 1 April 1999 to 31 January 2000 has been prepared by the Directors in accordance with accounting policies normally adopted by the Group and are unaudited and may be subject to adjustments upon audit and/or changes as a result of any subsequent events which may arise after 28 March 2000. In preparing the unaudited consolidated profit and loss account, the Directors have given careful consideration to the future liquidity of the Group. Provided that the Financial Restructuring can be achieved, the Directors are satisfied that the Group will be able to meet its financial obligations as they fall due in the foreseeable future. On this basis, the unaudited consolidated profit and loss account has been prepared on a going concern basis notwithstanding the net current liabilities as at 31 January 2000. 2. Pro forma statement of adjusted consolidated net tangible assets HK$'000 Audited consolidated net liabilities of the group as at 31 March 1999 (95,052) Net proceeds from the placement of ordinary shares on 24 August 1999 9,697 Net proceeds from the exercise of share options on 26 October 1999 480 Unaudited consolidated net loss attributable to shareholders for the ten months ended 31 January 2000 (2,533) Unaudited consolidated net liabilities of the Group as at 31 January 2000 (87,408) Less: Deficit arising from professional revaluation of the Group's property interests on 1 March 2000 (Note 1) (1,500) Adjusted consolidated net liabilities of the Group before the Share Subscription and the Private Placement (88,908) Net proceeds from the Share Subscription 78,400 Net proceeds from the Private Placement 19,600 Pro forma adjusted consolidated net tangible assets of the Group after the Share Subscription and the Private Placement 9,092 HK Cents Adjusted consolidated net liabilities per Share before the Share Subscription and the Private Placement and Capital Restructuring assuming no conversion of the convertible notes (Note 3) (14.89) Pro forma adjusted consolidated net liabilities per Consolidated share after Capital Restructuring but before the Share Subscription and the Private Placement assuming no conversion of the convertible notes (Note 4) (74.46 ) Pro forma adjusted consolidated net tangible assets per Consolidated share after the Share Subscription and the Private Placement and Capital Restructuring assuming no conversion of the convertible notes (Note 5) 0.81 Pro forma adjusted consolidated net tangible assets per Consolidated share after the Share Subscription and the Private Placement and Capital Restructuring assuming full conversion of the convertible notes (Note 6) 3.76 Notes: 1. This deficit will be incorporated into the financial statements of the Group for the year ending 31 March 2000. 2. As at 28 March 2000, the number of share options granted to the Directors and an employee of the Group amount to 19,200,000 shares, with exercise price ranging from HK$0.30 to HK$0.67. It is assumed that the outstanding share options will not be exercised and therefore have not been included in the calculations. 3. Adjusted consolidated net liabilities per share before the Share Subscription and the Private Placement and Capital Restructuring have been calculated on the basis of 596,983,490 shares in issue as at 28 March 2000 and assuming no conversion of the convertible notes. 4. Pro forma adjusted consolidated net liabilities per Consolidated Share after Capital Restructuring but before the Share Subscription and the Private Placement have been calculated on the basis of 119,396,698 Consolidated Shares in issue as at 28 March 2000 and assuming no conversion of the Convertible Notes. 5. Pro forma adjusted consolidated net tangible assets per Consolidated share after the Share Subscription and the Private Placement and Capital Restructuring assuming no conversion of the convertible notes have been calculated on the basis of pro forma adjusted consolidated net tangible assets of approximately HK$9.1 million and 1,119,396,698 Consolidated shares, being the sum of i) 596,983,490 shares in issue as at 28 March 2000, ii) cancellation of 477,586,792 existing shares upon the completion of the Capital Restructuring and iii) 1,000,000,000 new Consolidated shares to be issued upon the completion of the Share Subscription and the Private Placement, assuming no conversion of the convertible notes. 6. Pro forma adjusted consolidated net tangible assets per Consolidated share after the Share Subscription and the Private Placement and Capital Restructuring assuming full conversion of the convertible notes have been calculated on the basis of pro forma adjusted consolidated net tangible assets of approximately HK$62.1 million and 1,649,396,698 Consolidated shares, being the sum of i) 596,983,490 shares in issue as at 28 March 2000, ii) cancellation of 477,586,792 existing shares upon the completion of the Capital Restructuring iii) 1,000,000,000 new consolidated shares to be issued upon the completion of the Share Subscription and the Private Placement and iv) 530,000,000 new consolidated shares issuable upon full conversion of convertible Notes at HK$0.10 per consolidated share. Definitions "Announcement" joint announcement of N P H and Hong Tau Investment Ltd. dated 7 March 2000 "Circular" circular issued by N P H dated 1 April 2000 in connection with the Capital Restructuring of N P H, the debt restructuring of N P H, the issue of Convertible Notes by N P H, the issue of Consolidated Shares in N P H, the possible Whitewash Waiver to be granted by the SFC pursuant to the Takeovers Code and the proposed general mandates to issue and repurchase Consolidated Shares "Directors" the directors of N P H "N P H" N P H International Holdings Limited By Order of the Board of Directors N P H INTERNATIONAL HOLDINGS LIMITED Huang Shuyun Deputy Chairman Hong Kong, 1 April 2000