Central Development Holdings Limited — Capital/Financing Update 2002

Nov 14, 2002

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.

SEAPOWER RESOURCES INTERNATIONAL LIMITED

LEADER GLORY HOLDINGS LIMITED

INTERNATIONAL LIMITED (Incorporated in the British Virgin Islands with limited liability) (Provisional Liquidators Appointed) and （海暉國際實業有限公司） Mr. Pang Man Kin

(Incorporated in the Cayman Islands with limited liability)

RESTRUCTURING OF SEAPOWER RESOURCES INTERNATIONAL LIMITED (PROVISIONAL LIQUIDATORS APPOINTED) INVOLVING, INTER ALIA, CAPITAL REORGANISATION, DEBT RESTRUCTURING INVOLVING CREDITORS’ SCHEMES OF ARRANGEMENT IN ACCORDANCE WITH SECTION 86 OF THE CAYMAN COMPANIES LAW AND SECTION 166 OF THE COMPANIES ORDINANCE, SUBSCRIPTION OF NEW SHARES AND WARRANTS AND WHITEWASH WAIVER

DESPATCH OF CIRCULAR AND ADJOURNMENT OF COURT HEARING

Financial adviser to Seapower Resources International Limited (Provisional Liquidators Appointed)

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Joint financial advisers to Leader Glory Holdings Limited and Mr. Pang Man Kin

SOMERLEY LIMITED

Independent financial adviser to the Independent Shareholders

AMS Corporate Finance Limited

The circular of the Company containing details of the Restructuring Proposal was despatched to the Shareholders on 14 November 2002.

On 11 November 2002, the HK Court ordered the hearing of the winding-up petition of the Company be adjourned to 6 January 2003 to allow more time for the Company to proceed with the Restructuring Proposal.

The release of this announcement does not necessarily indicate that the Restructuring Proposal will be successfully implemented and completed as the conditions precedent to the Restructuring Proposal may not be fulfilled or otherwise waived. Trading in the Shares of the Company has been suspended since 2:30 p.m. on 28 December 2001 and will remain suspended after Completion until sufficient public float has been restored. Further announcements will be made if material developments take place.

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SEAPOWER – ANNOUNCEMENT 14TH NOVEMBER, 2002

2002

Reference is made to circular issued by the Company dated 14 November 2002 (the “Circular”) and the joint announcement made by the Company and the Investors dated 19 August 2002. Terms used in this announcement shall have the same meaning as those defined in the Circular.

DESPATCH OF CIRCULAR

The Provisional Liquidators are pleased to announce that the Circular containing details of the Restructuring Proposal was despatched to the Shareholders on 14 November 2002. Shareholders should peruse the Circular carefully, in particular, all the financial information and the letter of advice from the independent financial adviser contained therein. The Restructuring Proposal is subject to a number of conditions including the Whitewash Waiver and may not be completed if any of such conditions is not fulfilled or waived in accordance with the terms of the Restructuring Proposal. If the Whitewash Waiver is not approved by the Independent Shareholders, the Restructuring Proposal will lapse.

ADJOURNMENT OF COURT HEARING

On 11 November 2002, the HK Court ordered the hearing of the winding-up petition of the Company be adjourned to 6 January 2003 to allow more time for the Company to proceed with the Restructuring Proposal.

EXPECTED TIMETABLE AND FURTHER INFORMATION IN RELATION TO CAPITAL REORGANISATION

The Provisional Liquidators wish to remind the Shareholders of the following:

(i) Expected Timetable

Creditors’ meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10:00 a.m. on Friday, 22 November Announcement of results of the Creditors’ meeting . . . . . . . . . . . . . . . . . . . . . Monday, 25 November

The following events are conditional on, amongst other things, the availability of the HK Court and the Cayman Islands Court, the results of the EGM, the submission of a concrete plan by the Investors for restoring the 25% public float to the Stock Exchange before Completion and the restoration of sufficient public float of not less than 10% of the enlarged issued Share capital of the Company after Completion. Accordingly, there is no guarantee that trading in the shares of the Company can be resumed in accordance with the timetable set out below.

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SEAPOWER – ANNOUNCEMENT 14TH NOVEMBER, 2002

Cayman Islands Court hearing of petition to sanction the Scheme . . . . . . . . . . Friday, 29 November HK Court hearing of petition to sanction the Scheme . . . . . . . . . . . . . . . . . . . . . Friday, 6 December Latest time for lodging forms of proxy for the EGM . . . . . . . . 10:00 a.m. on Saturday, 7 December EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .10:00 a.m. on Monday, 9 December Announcement of results of the EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tuesday, 10 December Completion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tuesday, 17 December Announcement of the Completion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Wednesday, 18 December Existing counter for trading in the Shares in board lots of 5,000 Shares closes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:30 a.m. Wednesday, 18 December Temporary counter for trading in New Shares in board lots of 500 New Shares in the form of existing share certificates for existing Shares opens . . . . . . . . . . . . . . . 9:30 a.m. Wednesday, 18 December First day of free exchange of existing share certificates for new share certificates for New Shares . . . . . . . . . . . . . . . . . . . . . . . . Wednesday, 18 December First day of operation of odd lot trading facility . . . . . . . . . . . . . . . . . . . . . Wednesday, 18 December 2003 Existing counter for trading in New Shares in board lots of 100,000 New Shares in the form of new shares certificates for New Shares re-opens . . . . . . . . . . . . . . . . . . . . . . . . . . 9:30 a.m. Monday, 6 January Parallel trading in New Shares (in the form of new share certificates and existing share certificates) starts . . . . . . . . . . . . . . . 9:30 a.m. Monday, 6 January Temporary counter for trading in New Shares in board lots of 500 New Shares (in the form of existing share certificates) closes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:00 p.m. Monday, 27 January Parallel trading in New Shares (in the form of new share certificates and existing share certificates) ends . . . . . . . . . . . . . . . 4:00 p.m. Monday, 27 January Last day of operation of odd lot trading facility . . . . . . . . . . . . . . . . . . . . . . . . . . Monday, 27 January Free exchange of existing share certificates for new share certificates for New Shares ends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tuesday, 4 February

(ii) Free Exchange of Share Certificate

Shareholders are urged to exchange their certificates for Shares for certificates for New Shares as soon as possible on or after 18 December 2002. This may be done, free of charge, up to and including 4 February 2003 by delivering the existing share certificates to the branch share registrar of the Company in Hong Kong. Thereafter, exisitng share certificates will be accepted for exchange only on payment of a fee of HK$2.50 (or such higher amount as may from time to time be allowed by the Stock Exchange) for each certificate for each new certificate issued for New Shares.

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SEAPOWER – ANNOUNCEMENT 14TH NOVEMBER, 2002

(iii) Facilities for odd lot holders

In order to alleviate the difficulties arising from the existence of odd lots as a result of Capital Reorganisation, the Company has appointed Kingston Securities Limited to assist the Shareholders to match the sale and purchase of odd lots during the period from 10:00 a.m. on 18 December 2002 to 4:00 p.m. on 27 January 2003, both dates inclusive. Holders of the New Shares in odd lots (i.e. lots which are not in integral multiples of 100,000 New Shares) may through their broker contact Ms. Rosita Kiu of Kingston Securities Limited (telephone number: 2298 6215) during such period. Holders of the New Shares in odd lots should note that the matching of the sale and purchase of odd lots is not guaranteed. The Provisional Liquidators recommend that the Shareholders consult their own professional advisers if they are in any doubt about the facility described above.

PRO FORMA UNAUDITED CONSOLIDATED BALANCE SHEET OF THE GROUP

The following statement of pro forma unaudited consolidated balance sheet of the Group upon Completion is based on the published audited consolidated balance sheet as at 31 March 2001 and unaudited consolidated balance sheet of the Group as at 30 September 2001 and further adjusted to reflect the financial effects of the Restructuring Proposal.

	Pro Forma Balance Sheet	upon	upon
	Completion of the
	Restructuring Proposal
	HK$’000	Note
Non-current assets
Investment properties	121,400		1
Property, plant and equipment	17,865		2
Other investments	0
	139,265
	Pro Forma Balance Sheet	upon
	Completion of the
	Restructuring Proposal
	HK$’000	Note
Current assets
Trade and other receivables	5,837
Other investments	0
Taxation recoverable	0
Bank balances and cash	4,345
Restructuring Proceeds	5,420		3
	15,602

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SEAPOWER – ANNOUNCEMENT 14TH NOVEMBER, 2002

Current liabilities Trade and other payables Provision for net realizations payable to Creditors Amounts due to a jointly controlled entity Taxation payable Obligations under finance leases — due within one year Bank and other borrowings — due within one year Net current assets/(liabilities) Minority Interests Non-current liability Obligations under finance leases — due after one year Amount due to Investors Pro forma adjusted and unaudited consolidated net assets at Completion Pro forma adjusted and unaudited consolidated net assets per New Share upon Completion Issue of New Shares upon exercise of all Warrants Pro forma adjusted and unaudited consolidated net assets upon exercise of all Warrants Pro forma adjusted and unaudited consolidated net assets per New Share upon exercise of all Warrants

2,330 53,400 4 862 98 0 19,290 5 75,980 (60,378) 509 0 5,000 6 73,378 0.00814 7 17,000 90,378 0.00843 8

Notes:

• (1) The value of the 24 townhouses in Beijing in accordance with the valuation report as at 31 August 2002 by Chesterton Petty Limited as set out in Appendix III to the Circular.

• (2) The book value mainly comprises the buildings located in Australia and the PRC. Allied National owns one cold storage warehouse in Australia, the book value of which was approximately HK$13.02 million according to the valuation report as at 23rd October, 2002 set out in Appendix III to the Circular. The remaining HK$4.845 million mainly comprises the Group’s plant and equipment.

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SEAPOWER – ANNOUNCEMENT 14TH NOVEMBER, 2002

HK$’000

(3)

Proceeds from issue of Subscription New Shares 85,000 Cash payment to Creditors (70,000) Estimated restructuring costs and expenses paid at and prior to Completion (8,500) Estimated cash payment to meet part of the Group’s interim working capital during the course of the restructuring (1,080) Total 5,420

• (4) If Pentagon Profits or its assets are sold by the Company at its estimated value as at 31 August 2002, the creditors will be entitled to about HK$53.4 million of the net estimated proceeds, which is 50% of the net proceeds as set out in the Restructuring Agreement.

• (5) HK$19 million represents the indebtedness of the Company and its subsidiaries due to two secured creditors. The indebtedness consists of primary obligations of the subsidiaries which have been guaranteed by the Company and a secured primary obligation of the Company. This indebtedness will be discharged as against the Company as a result of the Debt Restructuring. However, this indebtedness will continue to be part of the Group’s consolidated liabilities and will remain in the pro forma consolidated balance sheet of the Group upon Completion.

• (6) If the Investors do not exercise the Investors’ Option, the Company will bear an additional liability of not more than HK$5,000,000 to the Investors at Completion.

• (7) Based on the enlarged issued share capital of approximately 9,015.32 million New Shares after Completion but prior to the exercise of the Warrants and the Investors’ Option.

• (8) Based on the enlarged issued share capital of approximately 10,715.32 million New Shares after Completion and exercise of the Warrants (excluding the Investors’ Option and the associated Warrants).

PUBLIC FLOAT

The Investors and the parties acting in concert with them will hold in aggregate more than 75% of the enlarged issued share capital of the Company upon Completion, thus the Company’s public float will fall below 25% of the enlarged issued share capital immediately after Completion. Trading in the New Shares will be resumed when sufficient public float of not less than 10% of the enlarged issued share capital of the Company is restored after the Completion. The Investors are required to submit a concrete plan for restoring the 25% public float to the Stock Exchange before resumption of trading in the New Shares. They are making arrangements for the restoration of the 25% public float of the enlarged issued share capital of the Company and no underwriting or irrevocable placing agreement has been entered as at the date of this announcement but they will submit a concrete plan for restoring the 25% public float to the Stock Exchange before resumption of trading in the New Shares.

The release of this announcement does not necessarily indicate that the Restructuring Proposal will be successfully implemented and completed as the conditions precedent to the Restructuring Proposal may not be fulfilled or otherwise waived. Trading in the Shares of the Company has been suspended since 2:30 p.m. on 28 December 2001 and will remain suspended after Completion until sufficient public float has been restored. Further announcements will be made if material developments take place.

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SEAPOWER – ANNOUNCEMENT 14TH NOVEMBER, 2002

For and on behalf of SEAPOWER RESOURCES INTERNATIONAL LIMITED

By Order of the Board LEADER GLORY HOLDINGS LIMITED

(Provisional Liquidators Appointed)

Cosimo Borrelli W.K. Fan, Joseph

Joint and Several Provisional Liquidators

Pang Man Kin

Director AND

Mr. Pang Man Kin

14 November 2002

The Provisional Liquidators jointly and severally accept full responsibility for the accuracy of the information contained in this announcement other than that relating to the Investors and confirm, having made all reasonable inquiries, that to the best of their knowledge, the opinions expressed in this announcement have been arrived at after due and careful consideration and there are no other facts not contained in this announcement, the omission of which would make any statement in this announcement misleading.

The Investors and the directors of Leader Glory accept full responsibility for the accuracy of the information contained in this announcement other than that relating to the Group and confirm, having made all reasonable inquiries, that to the best of their knowledge and belief, the opinions expressed in this announcement have been arrived at after due and careful consideration and there are no other facts not contained in this announcement, the omission of which would make any statement in this announcement misleading.

Please also refer to the published version of this announcement in The Standard.

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SEAPOWER – ANNOUNCEMENT 14TH NOVEMBER, 2002