Bloks Group Limited — M&A Activity 2000

Mar 9, 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) HONG TAU INVESTMENT LTD. (Incorporated in the British Virgin Islands with limited liability) JOINT ANNOUNCEMENT The Directors note that the Announcement contained a number of typographical errors and wish to clarify the position in this announcement. 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 Securities and Futures Commission pursuant to the Hong Kong Codes on Takeovers and Mergers. Terms defined in the Announcement shall bear the same meanings when used in this announcement. The Directors note that there are a number of typographical errors in the Announcement and wish to clarify the position as follows: 1. N P H's Indebtedness to the Bank and to the Creditor In the section under the heading of "N P H's Indebtedness to the Bank and to the Creditor", it is stated in the first sentence of the first paragraph that the Group is indebted to the Bank, its largest bank creditor, in the amount of HK$88.75 million. The Directors note that the amount of indebtedness from the Group to the Bank should be HK$88.57 million instead of HK$88.75 million as appeared in the Announcement. In the same section, there is a diagram demonstrating the anticipated fund flow on completion of the Financial Restructuring. The Directors note that in relation to the repayment of old debt by VH Borrower to the Bank, the amount of old debt should be HK$136 million instead of HK$20 million as appeared in the Announcement. For the diagram demonstrating the anticipated fund flow on completion of the Financial Restructuring, please refer to the press announcement today. 2. Change in Shareholding Structure upon Completion of the Financial Restructuring In the section under the heading of "Change in Shareholding Structure upon Completion of the Financial Restructuring", there is a table showing the shareholding structure of N P H after completion of the Financial Restructuring. The Directors note that the number of Consolidated Shares held by Hong Tau after completion of the Financial Restructuring but before issue of Conversion Shares should be 823,400,000 instead of 23,400,000 as appeared in the Announcement. Accordingly, the total number of Consolidated Shares after completion of the Financial Restructuring but before issue of Conversion Shares should be 1,119,396,698 instead of 319,396,698 as appeared in the Announcement. However, the Directors note that respective percentages relating to the number of Consolidated Shares held by Hong Tau and the total number of Consolidated Shares after completion of the Financial Restructuring but before issue of Convertible Shares as appeared in the Announcement are correct. The table showing the change in shareholding structure of N P H after completion of the Financial Restructuring, please refer to the press announcement today. Definitions "Announcement" joint announcement of N P H and Hong Tau dated 7 March 2000 "Directors" the directors of N P H and Hong Tau "Hong Tau" Hong Tau Investment Ltd. "N P H" N P H International Holdings Limited By Order of the Board By Order of the Board N P H INTERNATIONAL HOLDINGS LIMITED HONG TAU INVESTMENT LTD. Sun Hiu Lu Huang Shuyun Chairman Director Hong Kong, 8 March 2000 The directors of N P H jointly and severally accept full responsibility for the accuracy of the information contained in this announcement (other than information relating to Hong Tau) and confirm, having made all reasonable inquiries, that to the best of their knowledge, opinions expressed in this announcement have been arrived at after due and careful consideration (other than those expressed by Hong Tau) and there are no material facts not contained in this announcement, the omission of which would make any statement in this announcement misleading). The directors of Hong Tau jointly and severally accept full responsibility for the accuracy of the information contained in this announcement (other than information relating to N P H) and confirm, having made all reasonable inquiries, that to the best of their knowledge, opinions expressed in this announcement have been arrived at after due and careful consideration (other than those expressed by N P H) and there are no material facts not contained in this announcement, the omission of which would make any statement in this announcement misleading).