GBA Holdings Limited — Proxy Solicitation & Information Statement 2000

Jun 13, 2000

The Stock Exchange of Hong Kong Limited (the Stock Exchange) 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.

S. MEGGA International Holdings Limited

(Incorporated in Bermuda with limited liability)

Debt Restructuring and very substantial acquisition

Despatch of circular to shareholders

Reference is made to the debt restructuring proposal and the very substantial acquisition contained in the announcement of the Company dated 9th May, 2000 and 27th March, 2000, respectively. It is expected that a circular will be despatched to shareholders of the Company in respect of the debt restructuring and the very substantial acquisition on 14th June, 2000.

A special general meeting will be held in Hong Kong on 7th July, 2000 at which resolutions will be proposed to approve the Debt Restructuring and the APE Acquisition. A meeting of Noteholders will be held in Switzerland on or about 12th July, 2000.

The Debt Restructuring is conditional and is subject to approval/contract with the Financial Creditors. Accordingly, the Debt Restructuring may or may not proceed. Shareholders should exercise caution when dealing in the shares of the Company.

The board of directors of the S.Megga International Holdings Limited (the "Company") refers to the announcement dated 9th May, 2000 and 27th March, 2000 in relation to the debt restructuring proposal and the acquisition of the 40% interest in Act Power Enterprises Limited (the "APE Acquisition"). Terms used in this announcement, unless defined herein, shall have the same meanings in the announcement dated 9th May, 2000.

It is expected that a circular (the "Circular") containing details of the debt restructuring and the APE Acquisition, a letter from an independent board committee on the Debt Restructuring, the advice from an independent financial adviser on the Debt Restructuring and the notice of a special general meeting will be despatched to shareholders on 14th June, 2000. A special general meeting will be held at 9:00 a.m. on 7th July, 2000 at Sheung Shui and Fanling Room, 30th Floor, Panda Hotel, 3 Tsuen Wah Street, Tsuen Wan, Kowloon, Hong Kong at which resolutions will be proposed to approve the Debt Restructuring and the APE Acquisition. It is expected that a meeting of Noteholders will be held on or about 12th July, 2000 in Switzerland. A notice of Noteholders' meeting will be published in Switzerland and sent through Euroclear and Clearstream.

It is mentioned in the Circular that there has been discussion in relation to the possible issuance of a convertible note by the Company to Mr. Paul Leung. The terms of the convertible note is subject to negotiation and the issuance may or may not proceed. Mr. Paul Leung is the Chairman and Managing Director of the Company. The issuance of the convertible note to Mr. Paul Leung, if materialized, will constitute a connected transaction. The Company will comply in full with the relevant requirements of the Listing Rules. An announcement will be issued if a legally binding agreement is entered into by the Company.

The Debt Restructuring itself does not provide new working capital to the Group's operation. The Group intends to obtain new working capital through new debt financing, new equity capital or improve trade terms with suppliers and customers. The Directors are of the view that completion of the Debt Restructuring will enhance the prospects of the Group gaining either new financing, new capital and/or improving trade terms with suppliers and customers due to the substantial improvement in the Group's financial position post Debt Restructuring. However, there is no assurance that such financing can be obtained.

Please note that the proposed Debt Restructuring is conditional and is subject to approval/contract with the Financial Creditors. Accordingly, the Debt Restructuring may or may not proceed. Shareholders and investors should exercise caution when dealing in the shares of the Company.

It is expected that the Modified Debt Restructuring Agreement will be signed prior to 15th July, 2000. An announcement will be made upon signing.

By order of the Board

S. Megga International Holdings Limited

Leung Ho Man, Paul

Chairman and Managing Director

Hong Kong, 12th June, 2000

The directors of the Company jointly and severally accept full responsibility for the accuracy of the information contained in this announcement and confirm, having made all reasonable inquiries, that to the best of their knowledge, the opinions expressed in this announcement have been arrived at after careful consideration and that there are no other facts not contained in this announcement, the omission of which would make any statement in this announcement misleading.