Cocoon Holdings Limited — M&A Activity 2000

Jun 8, 2000

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.

Uni-Tech International			21CN CyberNet
Group Limited	Corporation Limited
(Incorporated in the British Virgin Islands with limited liability)		(Incorporated in Bermuda with limited liability)

Unconditional cash offer by BNP Prime Peregrine Capital Limited

on behalf of Uni-Tech International Group Limited

for all the shares in 21CN CyberNet Corporation Limited

(other than those already owned or agreed to be acquired by

Uni-Tech International Group Limited or parties acting in concert with it)

The Offer closed for acceptance at 4:00 p.m. on Wednesday, 7th June, 2000.

At the closing of the Offer, no valid acceptance has been received under the Offer.

At the closing of the Offer, the Offeror and parties acting in concert with it owned 2,297,377,680 Shares, representing about 78.0% of the issued share capital of the Company.

The respective boards of directors of the Offeror and the Company refer to the joint announcement (the “Announcement”) made by the Offeror, the Company, Top Century Investments Company Limited and Easyknit International Holdings Limited dated 17th February, 2000, the circular (the “Circular”) in relation to the Subscription dated 10th March, 2000 and the composite offer document (the “Composite Offer Document”) in relation to the Offer dated 17th May, 2000. Terms defined in the Announcement, the Circular and the Composite Offer Document shall have the same meanings when used herein unless the context requires otherwise.

Closing of the Offer

The Offeror and the Company jointly announce that the Offer closed for acceptance at 4:00 p.m. on Wednesday, 7th June, 2000.

At the closing of the Offer, no valid acceptance has been received under the Offer.

At the closing of the Offer, the Offeror and parties acting in concert with it were interested in 2,297,377,680 Shares, representing about 78.0% of the issued share capital of the Company. Other than the 2,297,377,680 Shares acquired pursuant to the Subscription Agreement, the Offeror and parties acting in concert with it have not otherwise acquired or dealt in any Shares and securities of the Company during the period from 17th February, 2000 (the date on which the possible Offer was announced) to 7th June, 2000 (being the closing date for acceptance of the Offer).

At the closing of the Offer, out of 2,297,377,680 Shares held by the Offeror and parties acting in concert with it, 58,907,120 Shares, representing about 2.00% of the issued share capital of the Company, were held by Top Century. Top Century is independent of and not connected with the Directors, chief executive and substantial shareholders of the Company and any of its subsidiaries or their respective Associates. Therefore, a total of 300,919,740 Shares, representing 10.22% of the issued share capital of the Company, were held by the public shareholders. The table below sets out the shareholding sturcture of the Company immediately upon the closing of the Offer (assuming no exchange of the Notes):

	Number of Shares	Approximate percentage
Easyknit	405,965,700	13.78%
Offeror	2,238,470,560	76.00%
Public	300,919,740	10.22%
Total	2,945,356,000	100.00%

The Stock Exchange has stated that it will closely monitor the trading in the Shares on the Stock Exchange if less than 25% of the Shares are held by the public. If the Stock Exchange believes that a false market exists or may exist in the Shares or there are too few Shares in public hands to maintain an orderly market, it will consider exercising its discretion to suspend trading in the Shares. The Stock Exchange has indicated that it will not grant any waiver on the 25% public float requirement.

It is the intention of the Directors to keep the Company listed on the Stock Exchange. The sole director of the Offeror, the Company, the Directors (including Ms. Chen Xiao Ying, Ms. Chen Changjuan and Mr. Cui Xun) have undertaken to the Stock Exchange that if the Offer results in less than 25% of the Shares being in public hands, the sole director of the Offeror and Directors (including Ms. Chen Xiao Ying, Ms. Chen Changjuan and Mr. Cui Xun) will procure that the Company take appropriate steps to restore sufficient public float within one month after the closing of the Offer and to ensure that not less than 25% of the Shares will be held by the public. Currently, the Company is in discussion with its placing agent in relation to placing of Shares for the purpose of restoring sufficient public float within a short period of time.

Shareholders and investors are reminded of the possible fluctuation in the share price and should exercise extreme caution when dealing in the Shares.

Resignation of Directors

Mr. Tsang Yiu Kai, Ms. Lui Yuk Chu, Mr. Chan Chi Chung and Mr. Wong Sui Kwan will resign as directors of the Company with effect from the closing of the Offer. The Board will be comprised of five executive Directors, being Ms. Chen Xiao Ying, Mr. Huang Tieying, Ms. Chen Changjuan, Mr. Timothy Yung-cheng Chen and Mr. Koon Wing Yee, and one non-executive Director, being Mr. Cui Xun. The Company will appoint two independent non-executive Directors as soon as practicable.

By Order of the Board of
Uni-Tech InternationalGroup Limited
Chen Xiao YingChairperson

By Order of the Board of
21CN CyberNetCorporation Limited
Chen Xiao YingChairperson

Hong Kong, 7th June, 2000

The Directors jointly and severally accept full responsibility for the accuracy of the information contained in this announcement (other than those relating to Uni-Tech) and confirm, having made all reasonable enquiries, that to the best of their knowledge, their opinions expressed in this announcement have been arrived at after due and careful consideration and there are no other facts (other than those relating to Uni-Tech) not contained in this announcement, the omission of which would make any of their statements in this announcement misleading.

The sole director of Uni-Tech accepts full responsibility for the accuracy of the information contained in this announcement (other than those relating to the Company) and confirms, having made all reasonable enquiries, that to the best of her knowledge, her opinions expressed in this announcement have been arrived at after due and careful consideration and there are no other facts (other than those relating to the Company) not contained in this announcement, the omission of which would make any of their statements in this announcement misleading.