CHYY Development Group Limited — Board/Management Information 2005

Jan 28, 2005

IIN INTERNATIONAL LIMITED 國訊國際有限公司[*]

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8128)

ANNOUNCEMENT ON RESIGNATION AND RE-DESIGNATION OF NON-EXECUTIVE DIRECTORS, RETIREMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR, APPOINTMENT OF EXECUTIVE AND INDEPENDENT NON-EXECUTIVE DIRECTORS, CHANGE OF CHIEF EXECUTIVE OFFICER, AUTHORISED REPRESENTATIVE AND AUDIT COMMITTEE MEMBER

RESIGNATION OF NON-EXECUTIVE DIRECTORS AND RETIREMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR

The Board of Directors (the “Board”) of IIN International Limited (the ‘’Company’’) announces that due to personal reasons, Mr. Zhu Rong and Mr. Lo Wai Shun resigned as non-executive Directors of the Company with effect from 28 January 2005. The Board also announces that Mr. Ng Ching Wo has retired as independent non-executive Directors of the Company by rotation in accordance with the Articles of Association of the Company and ceased to act as member of the audit committee of the Company with effect from 28 January 2005. Mr. Zhu and Mr. Lo have confirmed that they have no disagreement with the Board and there is no matter relating to their resignations that need to be brought to the attention of the shareholders of the Company.

RE-DESIGNATION OF NON-EXECUTIVE DIRECTOR, APPOINTMENT OF EXECUTIVE AND INDEPENDENT NON-EXECUTIVE DIRECTORS, AND CHANGE OF CHIEF EXECUTIVE OFFICER, AUTHORISED REPRESENTATIVE AND AUDIT COMMITTEE MEMBER

The Board of Directors of the Company also announces that Mr. Chang Ye Min, William, an executive director of the Company, has been re-designated as non-executive director of the Company and ceased to act as Chief Executive Officer and Authorised Representative of the Company with effect from 28 January 2005, and with effect from 28 January 2005, Mr. Chang Xiao Hui has been appointed as executive director and Chief Executive Officer of the Company, Mr. Li Jun Chao has been appointed as executive director of the Company and Mr. Liu Yang has been appointed as independent non-executive director and member of the audit committee of the Company. Mr. Wu Shu Min has been appointed as Authorised Representative of the Company with effect from 28 January 2005.

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PARTICULARS OF THE RE-DESIGNATED AND NEWLY APPOINTED DIRECTORS

Mr. Chang Ye Min, William

Mr. Chang Ye Min, William (“Mr. William Chang”), aged 56, has served as a director of the Company since 14 December 1999. He was the President, the Chief Executive Officer and an authorized representative of the Company in the past few years. Mr. William Chang holds Bachelor’s and Master’s Degrees in Electrical Engineering from Carleton University in Canada and is a member of the Association of Professional Engineers of Ontario, Canada. Before joining the Group in November 1998, Mr. William Chang was President and Chief Operating Officer of Tricom Holdings Ltd., responsible for the overall strategic planning of the company and for the company’s business expansion into the PRC market. Before that, Mr. William Chang was the Vice President and General Manager of Mitel (Far East) Ltd. and had worked with Mitel Corporation of Canada for over 18 years. He held crucial positions in Mitel’s headquarters in Canada and was a key member of the senior management team responsible for the company’s research and development and new product strategy. Mr. William Chang has over 27 years’ experience in the IT industry.

Pursuant to a letter of appointment dated 28 January 2005 between the Company and Mr. William Chang, he has been appointed as a non-executive director for an initial period of two years from 28 January 2005. There is no emoluments provided for Mr. William Chang’s appointment. Mr. William Chang’s term of service as non-executive director will also be subject to retirement by rotation and re-election under the Articles of Association of the Company.

Mr. William Chang does not have any relationship with any directors, senior management or substantial or controlling shareholders of the Company. On 7 January 2000, 23 May 2000, 7 March 2002 and 5 June 2003, Mr. William Chang was respectively granted options to subscribe for 15,000,000 Shares which are exercisable during the period from 7 January 2000 to 6 January 2008 at an exercise price of HK$0.150 per Share, 5,000,000 Shares which are exercisable during the period from 23 May 2000 to 22 May 2008 at an exercise price of HK$0.515 per Share, 10,000,000 Shares which are exercisable during the period from 7 March 2002 to 21 December 2011 at an exercise price of HK$0.465 per Share, and 3,000,000 Shares which are exercisable during the period from 5 June 2003 to 21 December 2011 at an exercise price of HK$0.078 per Share. As at the date of this announcement, Mr. William Chang held 6,840,000 Shares representing 0.44% of the issue capital of the Company. Save as aforesaid, as at the date of this announcement, he does not have any interests in the Shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance.

Mr. Chang Xiao Hui

Mr. Chang Xiao Hui (“Mr. Chang”), aged 42, is the President of the Marketing Department and the Vice President of the Group. Mr. Chang holds a Master’s degree in Management Engineering from Central South University (中南大學 ). Prior to joining the Group in April 2002, he had worked for Changsha Telecommunications Bureau for nearly 18 years during which he held positions of Deputy Director and Chief Engineer.

There is a service contract entered into between Mr. Chang and the Group for an initial term of two years from 28 January 2005. The director’s emolument of Mr. Chang is HK$240,000 per annum which is fixed

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with reference to market conditions and his duties and responsibilities with the Group. Save as disclosed above, Mr. Chang has not previously held any positions with the Company or its subsidiaries and does not have any relationship with any directors, senior management or substantial or controlling shareholders of the Company.

On 1 March 2002 and 5 June 2003, Mr. Chang was respectively granted options to subscribe for 6,000,000 Shares which are exercisable during the period from 1 March 2002 to 21 December 2011 at an exercise price of HK$0.475 per Share, and 3,000,000 Shares which are exercisable during the period from 5 June 2003 to 21 December 2011 at an exercise price of HK$0.078 per Share. Save as aforesaid, as at the date of this announcement, he does not have any interests in the Shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance.

Mr. Li Jun Chao

Mr. Li Jun Chao (“Mr. Li”), aged 41, is the PRC Finance Manager of the Group. Mr. Li graduated from Hunan College of Finance and Economic (湖南財經學院 ) majoring in financial management in 1988. Prior to joining the Group in June 2003, he had worked for Changsha Telecommunications Bureau, Hunan Posts and Telecommunications Adminisration (湖南省郵電管理局) as well as the Hunan Telecommunications Corporation (湖南電信公司 ) since December 1980. He has been working in the financial field since September 1985.

There is a service contract entered into between Mr. Li and the Group for an initial term of two years from 28 January 2005. The director’s emolument of Mr. Li is HK$240,000 per annum which is fixed with reference to market conditions and his duties and responsibilities with the Group. Save as disclosed above, Mr. Li has not previously held any positions with the Company or its subsidiaries and does not have any relationship with any directors, senior management or substantial or controlling shareholders of the Company.

On 5 June 2003, Mr. Li was granted options to subscribe for 2,000,000 Shares which are exercisable during the period from 5 June 2003 to 21 December 2011 at an exercise price of HK$0.078 per Share. Save as aforesaid, as at the date of this announcement, he does not have any interests in the Shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance.

Mr. Liu Yang

Mr. Liu Yang (“Mr. Liu”), aged 32, was appointed as the independent non-executive director of the Company on 28 January 2005. He is a senior counsel of Beijing Seafront Law Office. Mr. Liu graduated from the University of International Business and Economics with a bachelor’s degree in law in 1995, completed the post-graduate course of international trade law in the University Institute of European Studies, Turin Italy in 2001, and graduated from the University of California, Berkeley School of Law with a master’s degree in law in 2003.

Mr. Liu has obtained profound experiences in handling the international business projects, especially on foreign investment, international mergers and acquisitions, financing by overseas listing of domestic enterprises. He also had years of working experiences in Chinese central governmental authority in charge of foreign investment.

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Mr. Liu has participated in drafting the majority of China’s laws and regulations with respect to foreign investment since 1995 and participated in the approval process for over 800 foreign investment projects in China.

There is no service contract entered into between Mr. Liu and the Company. Pursuant to the Company’s Articles of Association, Mr. Liu is subject to retirement by rotation and will be eligible for re-election at annual general meetings of the Company. Mr. Liu will receive a Director’s fee of HK$96,000 per annum which is fixed with reference to market conditions and his duties and responsibilities with the Group. Save as disclosed above, Mr. Liu has not previously held any positions with the Company or its subsidiaries and does not have any relationship with any director, senior management or substantial or controlling shareholders of the Company. Mr. Liu has no interests in the shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance. The Company is of the view that Mr. Liu meets the independence requirements of the Rules Governing the Listing of Securities on GEM of The Stock Exchange of Hong Kong Limited.

The Board has confirmed that there is no other matter regarding the above re-designation and appointments that needs to be brought to the attention of the shareholders of the Company.

Taking this opportunity, the Board would like to express our appreciation to Mr. William Chang for his dedication and hard-work to the Group during his tenure of office as executive director and chief executive officer of the Company and would also like to thank each of Mr. Zhu, Mr. Lo and Mr. Ng for this valuable contribution to the Company during his tenure of office. The Board would like to extend a warm welcome to Mr. Chang, Mr. Li and Mr. Liu in joining the Board.

By order of the Board Wu Shu Min Chairman

Hong Kong, 28 January 2005

As of the date of this announcement, the Board of Directors of the Company comprises Wu Shu Min, Jin Feng, Chang Xiao Hui and Li Jun Chao as executive Directors, Leong Ka Cheong, Christopher and Chang Ye Min, William as non-executive Directors, Chan Wai Dune, Chen Junliang and Liu Yang as independent non-executive Directors.

This announcement, for which the directors of IIN International Limited collectively and individually accept full responsibility, includes particulars given in compliance with the Rules Governing the Listing of Securities on the Growth Enterprise Market of the Stock Exchange (the “GEM Listing Rules”) for the purpose of giving information with regard to IIN International Limited. The directors of IIN International Limited, having made all reasonable enquiries, confirm that, to the best of their knowledge and belief: (1) the information contained in this announcement is accurate and complete in all material respects and not misleading; (2) there are no other matters the omission of which would make any statement in this announcement misleading; and (3) all opinions expressed in this announcement have been arrived at after due and careful consideration and are founded on bases and assumptions that are fair and reasonable.

This announcement will remain on the “Latest Company Announcement” page on the GEM website for at least 7 days from the date of publication.

* For identification purposes only

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