CHYY Development Group Limited — Regulatory Filings 2003

Mar 28, 2003

Appendix 5

FORMS RELATING TO LISTING

Form F

The Growth Enterprise Market (GEM)

Company Information Sheet

The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this information sheet, 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 information sheet.

Company name : IIN International Limited

Stock code (ordinary shares): 8128

This information sheet contains certain particulars concerning the above company (the "Company") which is listed on the Growth Enterprise Market ("GEM") of the Stock Exchange of Hong Kong Limited (the "Exchange"). These particulars are provided for the purpose of giving information to the public with regard to the Company in compliance with the Rules Governing the Listing of Securities on the Growth Enterprise Market of The Stock Exchange of Hong Kong Limited (the "GEM Listing Rules"). They will be displayed at the GEM website on the Internet. This information sheet does not purport to be a complete summary of information relevant to the Company and/or its securities.

The information in this sheet was updated as of 28[th] March, 2003.

A. General

Place of incorporation : Cayman Islands

Date of initial listing on GEM : 30[th] November, 2001

Name of Sponsor(s) : Core Pacific - Yamaichi Capital Limited

Names of directors

: Executive Directors – Wu Shu Min, Chang Ye Min, William, Li Zhi Sheng and Cheng Wing Tsan Non -executive Directors – Zhu Rong and Lo Wai Shun Independent Non-executive Directors – Chan Wai Dune, Ng Ching Wo, and Chen Junliang

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Name(s) of substantial shareholder(s)
(as such term is defined in rule 1.01of the
GEM Listing Rules) and their respective
interests in the ordinary shares and other
securities of the Company	:Shareholder	No. of Shares	% in Interests
	Transpac Capital Pte Ltd*	362,948,350	25.27
	Transpac Nominees Pte Ltd*	362,948,350	25.27
	Multico Holdings Limited*	362,948,350	25.27
	Wu Shu Min	194,823,000	13.56

• The sole shareholder of Multico Holdings Limited is Transpac Nominees Pte Ltd which in turn is a wholly-owned subsidiary of Transpac Capital Pte Ltd. Both of Transpac Nominees Pte Ltd and Transpac Capital Pte Ltd therefore have an indirect interest in the Company through Multico Holdings Limited.

Name(s) of company(ies) listed on GEM or the Main Board of the Stock Exchange within the same group as the Company : N/A Financial year end date : 30 September Registered address : Huntlaw Building, P.O. Box 2804, George Town, Grand Cayman, Cayman Islands Head office and principal place of business : Suite 804, 9 Queen’s Road Central, Central, Hong Kong Web-site address (if applicable) : www.iini.com Share registrar : Cayman Islands principal share registrar and transfer office: Bank of Butterfield International (Cayman) Limited P.O. Box 705, Butterfield House, Fort Street, George Town, Grand Cayman, British West Indies, Cayman Islands Hong Kong branch share registrar and transfer office: Computershare Hong Kong Investor Services Limited Shops 1712-1716, 17[th] Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong Auditors : Ernst & Young

B. Business activities

The Group, established in 1997, is a network solution provider in the PRC, engaging principally in providing network solutions to the PRC telecommunications service providers (primarily fixed line, mobile and data communications operators). The Group also provides network solutions to customers in other market sectors in the PRC, including education institutions, medical institutions, state-owned enterprises and government agencies in the PRC. The services provided by the Group to the PRC telecommunications service providers are network infrastructure solutions and network management solutions. Network infrastructure solution provided by the Group is a total solution for setting up telecommunications network infrastructures which include the design and implementation of network access and backbone infrastructures. Network management solutions provided by the Group are used by the PRC telecommunications service providers to monitor the effective and efficient functioning of their telecommunications networks.

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C. Ordinary shares

Number of ordinary shares in issue : 1,436,517,350 Par value of ordinary shares in issue : US$0.01 Board lot size (in number of shares) : 8,000 shares

Name of other stock exchange(s) on which ordinary shares are also listed : N/A

D. Warrants

: N/A

E. Other securities : Pursuant to the Pre-IPO Option Plan adopted by the Company

on 7[th] January, 2000, options to subscribe for an aggregate 79,600,000 Shares, representing 5.7 per cent. of the issued share capital of the Company with an exercise price of either HK$0.15 or HK$0.52 per Share. The options granted pursuant to the Pre-IPO Option Plan are as follows: (i) an aggregate of 46,000,000 options to four executive Directors and one nonexecutive Director; (ii) an aggregate of 9,000,000 options to seven senior management; and (iii) an aggregate of 24,600,000 options to employees or persons who have contributed to the success of the Group. The Pre-IPO Option Plan shall be valid and effective for a period of eight years commencing from 7[th] January, 2001, the date the plan was adopted. However, upon listing of the Shares on the GEM, no further options will be granted under the Pre-IPO Share Option Plan.

As of the date of this document, there are totally 1,216,000 share options exercised and the same numbers of shares were issued pursuant to the Pre-IPO Option Plan.

Pursuant to a Share Option Scheme adopted by the Company on 22nd November, 2001 (the “Scheme”), options to subscribe for an aggregate 98,000,000 Shares, representing 7.0 per cent. of the issued share capital of the Company with an exercise price of either HK$0.465 or HK$0.475 per Share. The options granted pursuant to the Scheme are as follows: (i) an aggregate of 40,000,000 options to four executive Directors; (ii) an aggregate of 17,000,000 options to four senior management; and (iii) an aggregate of 41,000,000 options to employees or persons who have contributed to the success of the Group. The Scheme shall be valid and effective for a period of ten years commencing from 22nd November, 2001, the date the Scheme was adopted.

As of the date of this document, there’s no option exercised pursuant to the Scheme.

Save for the above, the Company has no other securities listed on the GEM or the Main Board or any other stock exchanges.

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Responsibility statement

The directors of the Company (the "Directors") as at the date hereof hereby collectively and individually accept full responsibility for the accuracy of the information contained in this information sheet ("the Information") and confirm, having made all reasonable inquiries, that to the best of their knowledge and belief the Information is accurate and complete in all material respects and not misleading and that there are no other matters the omission of which would make any Information inaccurate or misleading.

The Directors also collectively and individually accept full responsibility for submitting a revised information sheet, as soon as reasonably practicable after any particulars on the form previously published cease to be accurate.

The Directors acknowledge that the Stock Exchange has no responsibility whatsoever with regard to the Information and undertake to indemnify the Exchange against all liability incurred and all losses suffered by the Exchange in connection with or relating to the Information.

Signed:

_____ ____ Wu Shu Min Chang Ye Min, William ___ ___ Li Zhi Sheng Cheng Wing Tsan ___ ___ Zhu Rong Dr. Lo Wai Shun ___ ___ Chan Wai Dune Ng Ching Wo ______ Chen Jun Liang

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