CR Construction Group Holdings Limited — M&A Activity 2000

Apr 10, 2000

Listed Company Information

KEL HOLDINGS<0681> - Announcement 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. KEL HOLDINGS LIMITED (incorporated in Bermuda with limited liability) ANNOUNCEMENT Adjournment of Court Hearing to 20 April 2000 Further to the joint announcement dated 25 February 2000, the board of directors of KEL Holdings Limited ("KEL"), wish to announce that at the court hearing held on 7 April 2000 in respect of the originating summons to convene a creditors' meeting regarding a proposed creditors' scheme of arrangement with the High Court of the Hong Kong Special Administrative Region (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 20 April 2000 for Kenworth to report completion of the Restructuring Agreement or otherwise. The detail terms of the Restructuring Agreement will be announced as soon as possible after execution of the Restructuring Agreement by all parties. It should be noted that terms of the Scheme have not yet been finalised and the Scheme may or may not proceed. Reference is also made to the announcement dated 24 March 2000 whereas KEL has received notice from Wonderland Development Limited ("Wonderland) that Wonderland has exercised its rights to foreclose 300,000,000 shares in KEL held by a wholly-owned subsidiary of UDL Holdings Limited ("UDL) representing 75% of KELs total issued share capital. Although Wonderland has yet to change the title of ownership of such shares to itself, KEL received notification from UDL that UDL considers that they have lost their beneficial and financial interest in KEL. Wonderland also confirmed that it was entitled to exercise all voting rights attached to the aforesaid shares in KEL while proceeding with the necessary legal procedures to foreclose the 300,000,000 shares in KEL. Wonderland is seeking advice from its financial and legal advisers in this respect. 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. The board of KEL further confirm that no material change have occurred since the last announcement dated 25 February 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, 8 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.