CR Construction Group Holdings Limited — M&A Activity 2000

Apr 25, 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.

(incorporated in Bermuda with limited liability)

ANNOUNCEMENT

Adjournment of Court Hearing to 19 May 2000

Further to the announcement dated 8 April 2000, the board of directors of KEL Holdings Limited ("KEL") wish to announce that at the court hearing held on 20 April 2000 in respect of the originating summons to convene a creditors' meeting regarding a proposed creditors' scheme of arrangement (the "Scheme") by UDL Kenworth Engineering Limited ("Kenworth"), a wholly-owned subsidiary of KEL, the Judge has adjourned the proceedings to a further hearing to be held on 19 May 2000. During the court hearing held on 20 April 2000, it was reported that the Restructuring Agreement is expected to be executed before the end of next week. The detailed terms of the Restructuring Agreement will therefore be announced afterwards. It should be noted that terms of the Scheme have not yet been finalized and the Scheme may or may not proceed.

Reference is made to the announcement dated 8 April 2000 whereas Wonderland is obliged to make a general offer for all the shares in KEL in accordance with Rule 26 of the Hong Kong Code on Takeovers and Mergers. Wonderland and the Company are preparing a joint announcement on the detail terms of the offer which will be released as soon as possible.

The Board of KEL further confirm that no material change have occurred since the last announcement dated 8 April 2000.

Save as disclosed herein, the board of KEL are not aware of any other matter discloseable under the general obligation imposed by paragraph 2 of the Listing Agreement, which is or may be of a price-sensitive nature.

Meanwhile the trading of KEL shares remain suspended pending announcement in relation to the offer. Further announcement will be made when there is any material development regarding the above matter.

By Order of the Board

KEL Holdings Limited

Leung Yat Tung

Chairman

Hong Kong, 20 April 2000

The directors of the Company jointly and severally accept full responsibility for the accuracy of information contained in this Announcement and confirm, having made all reasonable inquiries, that to the best of their knowledge, 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 statement in this Announcement misleading.

"Please also refer to the published version of this announcement in the Hong Kong Standard"