Cocoon Holdings Limited — M&A Activity 2000

Apr 26, 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 this announcement.

	EASYKNIT INTERNATIONAL HOLDINGS LIMITED

(Incorporated in Bermuda with limited liability)

	21CN CyberNet Corporation Limited

(formerly known as “ Easy Concepts International Holdings Limited
(Incorporated in Bermuda with limited liability)

UNI-TECH INTERNATIONAL GROUP LIMITED

(Incorporated in the British Virgin Islands with limited liability)

JOINT ANNOUNCEMENT

EXTENSION OF THE STANDSTILL AGREEMENT
TO 30TH JUNE, 2000

EFFECTIVE CHANGE OF COMPANY NAME TO 21CN AND
THE POSTPONEMENT OF DESPATCH
OF THE UNCONDITIONAL CASH OFFER
DOCUMENT

˙ The respective boards of directors of Easyknit and 21CN wish to announce that the Standstill Agreement has been extended to 30th June, 2000.

˙ The board of directors of 21CN wishes to announce that the company name has been formally changed to “21CN CyberNet Corporation Limited” with effect on 11th April, 2000. Accordingly, trading of the Shares on the Stock Exchange will take effect from 27th April, 2000.

˙ The board of directors of 21CN wishes to announce that due to a delay in fulfilling all the conditions precedent to the Subscription Agreement, the Completion is expected to take place on or about 9th May, 2000 instead of the originally scheduled 18th April, 2000. Accordingly, the document in relation to the unconditional cash offer for all the Shares (other than those already held by Uni-Tech or parties acting in concert with it) will be despatched within seven days after Completion.

1. Extension of the Standstill Agreement to 30th June, 2000

The respective boards of directors of Easyknit International Holdings Limited (“Easyknit”) and 21CN CyberNet Corporation Limited (“21CN”) wish to announce that on 17th April, 2000, two of the bankers of the Company and its subsidiaries, including 21CN and its subsidiaries, (the “Easyknit Group”) have agreed to extend the Standstill Agreement to 30th June, 2000, whereby they agreed to standstill in respect of the amount owed to them by the Easyknit Group which amount to approximately HK$734,000,000 as at 25th August, 1999. Details of the Standstill Agreement are set out in the announcement of Easyknit dated 3rd September, 1999. Terms used herein shall bear the same meanings as those defined in the circular issued by 21CN dated 10th March, 2000 (the “Circular”), unless otherwise defined herein.

B) EFFECTIVE CHANGE OF COMPANY NAME TO 21CN

On 3rd April, 2000, a special resolution has been passed in the Special General Meeting of 21CN to have the company name change to “21CN CyberNet Corporation Limited”. The board of directors of 21CN wishes to announce that following the completion of the relevant filing requirements with the Registrar of Companies in Bermuda, the change of name became effective on 11th April, 2000. Accordingly, trading of the Shares on the Stock Exchange will take effect from 27th April, 2000.

Upon the change of name becoming effective, all existing share certificates bearing the old name of 21CN will continue to be evidence of title to the Shares and be valid for trading and settlement purposes. Since the Capital Reduction has also become effective, dealings in the Shares after the Capital Reduction should follow the trading arrangement as set out in the section headed “Free exchange of certificates for new shares and trading arrangement” in the Circular.

1. Postponement of despatch of the unconditional cash offer document

Reference is made to the announcement dated 17th February, 2000 (the “Announcement”) and the Circular regarding, amongst other things, the subscription of New Shares by Uni-Tech International Group Limited (“Uni-Tech”) and Top Century Investments Company Limited. It was announced in the Announcement and the Circular that the Subscription Agreement is conditional upon certain conditions being fulfilled. If any of such conditions were not fulfilled or waived by the Subscribers on or before 8th June, 2000, the Subscription Agreement shall cease to be of any effect. Completion will take place on the third business day after all the conditions set by the Subscription Agreement have been fulfilled or waived by the Subscribers. It was disclosed in the Circular that Completion is expected to be on or about 18th April, 2000, and the despatch of the composite offer document is on or before 25th April, 2000, being the seventh day after the expected date of Completion.

As at the date of this announcement, the undertakings from the sole director of Uni-Tech and the future directors of 21CN have yet received by the Stock Exchange in relation to restoring the 25 per cent. public float of 21CN. Thus, the condition precedent to the Subscription Agreement in respect of the listings of and permissions to deal in the Shares in issue immediately after the Capital Reduction and the New Shares being granted by the Listing Committee of the Stock Exchange (and such permission and listing not subsequently being revoked prior to the delivery of definitive share certificates representing the New Shares) has not been fulfilled. Therefore, Completion has been delayed and is expected to take place on or about 9th May, 2000. The composite offer document will be despatched to the shareholders of 21CN within seven days after Completion.

An announcement will be made by 21CN in relation to the despatch of the composite offer document as soon as practicable.

By order of the Board of
Easyknit International Holdings Limited
Koon Wing YeePresident and Chief Executive Officer

By order of the Board of
Uni-Tech International Group Limited
Chen Xiao-YingChairperson

By order of the Board of
21CN CyberNet Corporation Limited
Koon Wing YeePresident and Chief Executive Officer
Hong Kong, 25th April, 2000

The directors of Easyknit jointly and severally accept full responsibility for the accuracy of the information contained in this announcement (other than that relating to 21CN and 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 not contained in this announcement, the omission of which would make any of their statements in this announcement misleading.

The directors of 21CN jointly and severally accept full responsibility for the accuracy of the information contained in this announcement (other than that relating to Easyknit and 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 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 21CN and Easyknit) 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 not contained in this announcement, the omission of which would make any of her statements in this announcement misleading.