CHINA STATE CONSTRUCTION DEVELOPMENT HOLDINGS LIMITED — Share Issue/Capital Change 2002

May 29, 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.

Universal Appliances Limited DVN (Holdings) Limited

(incorporated in Hong Kong with limited liability)

(incorporated in Bermuda with limited liability)

PROPOSED TERMINATION OF THE EXISTING SHARE OPTION SCHEME AND

ADOPTION OF A NEW SHARE OPTION SCHEME

BY

DVN (HOLDINGS) LIMITED

The UAL Directors and the DVN Directors intend to put forward a proposal to their respective ordinary shareholders at the Meetings proposed to be convened on 26 June 2002 that the New Share Option Scheme be adopted and the Existing Share Option Scheme be terminated by DVN. A circular containing details of the proposal will be despatched by UAL and DVN to their respective ordinary shareholders as soon as practicable.

NEW SHARE OPTION SCHEME

As discussed in the 2001 annual report of DVN (Holdings) Limited (“DVN”), the directors of DVN (the “DVN Directors”) intend to adopt a new share option scheme (the “New Share Option Scheme”) in accordance with Chapter 17 of the Rules Governing the Listing of Securities (the “Listing Rules”) on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”), which was amended by the Stock Exchange with effect from 1 September 2001, and to terminate the existing share option Scheme (the “Existing Share Option Scheme”). DVN is a subsidiary of Universal Appliances Limited (“UAL”), whose ordinary shares are listed on the Main Board of the Stock Exchange. Pursuant to Rule 17.02(1)(a) of the Listing Rules, the New Share Option Scheme must be approved by the respective ordinary shareholders of UAL and DVN in a general meeting.

The directors of UAL (the “UAL Directors”) and the DVN Directors consider that the New Share Option Scheme will assist in recruiting and retaining high-calibre staff for DVN and its subsidiaries (the “DVN Group”) by providing additional incentives to its directors, officers and employees by giving them the opportunity to participate in the long-term growth of the DVN Group. The New Share Option Scheme will also enable the DVN Group to forge strategic ties and enhance its relationships with, amongst others, its suppliers and customers. The UAL Directors and the DVN Directors believe that the New Share Option Scheme will contribute to the continued development of the DVN Group’s business. The UAL Directors believe that a healthy development of the DVN Group will in turn benefit UAL and its shareholders as a whole. Accordingly, the UAL Directors and the DVN Directors propose that an ordinary resolution be put forward to their respective ordinary shareholders at their respective general meetings (the “Meetings”) proposed to be convened on 26 June 2002 to adopt the New Share Option Scheme by DVN.

— 1 —

UAL – ANNOUNCEMENT 28th May, 2002

The New Share Option Scheme is conditional upon:

1. the passing of ordinary resolutions respectively by the ordinary shareholders of UAL and the ordinary shareholders of DVN at the Meetings approving the adoption of the New Share Option Scheme and the termination of the Existing Share Option Scheme by DVN; and

2. the Listing Committee of the Stock Exchange granting the listing of, and permission to deal in, any new ordinary shares of DVN which may fall to be issued upon the exercise of the subscription rights attaching to the options that may be granted under the New Share Option Scheme.

EXISTING SHARE OPTION SCHEME

The Existing Share Option Scheme was adopted on 12 May 1999. Upon termination of the Existing Share Option Scheme, no further options will be granted thereunder but in all other aspects, the provisions of the Existing Share Option Scheme shall remain in force and all options granted prior to such termination shall continue to be valid and exercisable in accordance therewith. As at the date of this announcement, DVN had granted 32,550,000 share options to certain directors and employees of the DVN Group pursuant to the Existing Share Option Scheme, out of which 2,316,000 had been exercised, 9,200,000 had lapsed and 21,034,000 were still outstanding in accordance with the terms of the Existing Share Option Scheme. Among such outstanding share options, 2,500,000 share options are held by Mr. Lui Pan, a director of UAL and DVN. As agreed between DVN and Mr. Lui Pan, such 2,500,000 share options will be cancelled immediately prior to the adoption of the New Share Option Scheme by DVN. The cancellation of such share options does not contravene any term of the Existing Share Option Scheme and is not required to be subject to shareholders’ approval. The exercise prices of such share options, HK$9.89 per share, are significantly higher than the recent market price of DVN’s ordinary shares. The UAL Directors and the DVN Directors believe that such share options no longer provide meaningful incentives to the option holder.

GENERAL

An application will be made to the Stock Exchange for the listing of, and permission to deal in, the shares to be issued pursuant to the exercise of any option which may be granted under the New Share Option Scheme. Such shares must, in aggregate, not exceed 10% of the ordinary shares of DVN in issue at the date when the shareholders approve the New Share Option Scheme.

A circular containing further details of the New Share Option Scheme will be despatched by UAL and DVN to their respective ordinary shareholders as soon as practicable.

By Order of the Board By Order of the Board Universal Appliances Limited DVN (Holdings) Limited Ko Chun Shun, Johnson Lui Pan Chairman Chief Executive Officer

Hong Kong, 28 May 2002

Please also refer to the published version of this announcement in the Hong Kong i-Mail.

— 2 —

UAL – ANNOUNCEMENT 28th May, 2002