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Daohe Global Group Limited M&A Activity 2007

Mar 26, 2007

49560_rns_2007-03-26_c274ae23-19f7-415d-b4c1-7a996f9bbfd5.pdf

M&A Activity

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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.

This announcement appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities of Linmark.

Linmark Group Limited RI Special Holdings Bermuda Limited (Incorporated in Bermuda with limited liability) (Incorporated in Bermuda with limited liability)

Stock code: 915

JOINT ANNOUNCEMENT BY LINMARK GROUP LIMITED AND RI SPECIAL HOLDINGS BERMUDA LIMITED

Possible Mandatory Unconditional Cash Offers by ABN AMRO Asia Corporate Finance Limited on behalf of RI Special Holdings Bermuda Limited to acquire all outstanding shares of and to cancel all outstanding share options of LINMARK GROUP LIMITED not already owned by RI Special Holdings Bermuda Limited and parties acting in concert with it

Financial adviser to RI Special Holdings Bermuda Limited

ABN AMRO Asia Corporate Finance Limited

Reference is made to the announcement dated 12 December 2006 (‘‘First Announcement’’) made jointly by Linmark Group Limited (‘‘Linmark’’), Byford International Limited and RI Special Holdings Bermuda Limited (‘‘Offeror’’) regarding the possible Offers and the announcement dated 9 March 2007 made jointly by Linmark and the Offeror regarding the despatch of the circular of Roly and the date of the special general meeting of Roly (‘‘Roly SGM’’). Capitalised terms used in this announcement have the same meanings as defined in the First Announcement unless the context otherwise requires.

As stated in the First Announcement, the Offeror will only make the Offers subject to the satisfaction of the following Pre-Conditions (which are not waivable):

  • (i) the Roly Shareholders approving, at the Roly SGM, such resolutions as may be necessary to implement the Delisting Proposal; and

  • (ii) the completion of the Roly Share Injection within three business days following the approval of the Roly Shareholders as set out in sub-paragraph (i) above.

As informed by Roly, the Boards of Linmark and the Offeror wish to announce that at the Roly SGM held earlier today, the resolution approving the Delisting Proposal has been duly passed.

Pre-Condition (ii) above (i.e. the completion of the Roly Share Injection) is expected to be satisfied on or around 28 March 2007. The Offeror and Linmark will arrange for the Offer Document to be despatched to the Linmark Shareholders and the Linmark Optionholders within seven days after the satisfaction of the Pre-Condition (ii) as permitted pursuant to the consent of the Executive dated 22 December 2006 given under note 2 to Rule 8.2 of the Takeovers Code.

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A further announcement will be made by Linmark and the Offeror to update the Linmark Shareholders and the investors upon satisfaction of the Pre-Condition (ii) and the Offers will be made in accordance with the Takeovers Code following this.

WARNING: As the making of the Offers is still subject to the satisfaction of the Pre-Condition (ii) (which is not waivable), the Offers may or may not be made. Accordingly, Linmark Shareholders and investors generally should exercise caution when dealing in the securities of Linmark.

By Order of the Board of

By Order of the Board of By Order of the Board of Linmark Group Limited RI Special Holdings Bermuda Limited WONG Wai Ming Andrew KUO Director Director

Director

Hong Kong, 26 March 2007

As at the date of this announcement, the Board of Linmark comprises five executive directors, namely Mr. WANG Lu Yen (Chairman), Mr. Peter Loris SOLOMON (Chief Executive Officer), Mr. FU Jin Ming, Patrick, Mr. WONG Wai Ming and Mr. KHOO Kim Cheng and three independent non-executive directors, namely Mr. WANG Arthur Minshiang, Dr. WOON Yi Teng, Eden and Mr. TSE Hau Yin, Aloysius.

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

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

Please also refer to the published version of this announcement in The Standard.

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