GC Construction Holdings Limited — M&A Activity 2000

Jun 15, 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 however arising from or in reliance upon the whole or any part of the contents of this announcement.

(Incorporated in Hong Kong with limited liability)

TERMINATION OF THE PROPOSED ACQUISITION AND

THE PROPOSed RIGHTS ISSUE

The Acquisition and the Rights Issue as detailed in the announcement dated 5th August 1999 will not proceed.

Reference is made to the press announcement made by Fu Hui Holdings Limited (the "Company") dated 5th August 1999 in relation to, inter alia, the Acquisition and the Rights Issue and the subsequent press announcements dated 19th January 2000 and 24th March 2000 (collectively, the "Announcements"). Capitalised terms used in this announcement shall have the same meanings as ascribed to them in the Announcements unless the context otherwise requires.

Pursuant to the Heads of Agreement dated 24th July 1999, the completion date for formal agreement to be reached between the parties in relation to the Acquisition was 31st August 1999 (the "Completion Date"), but no final agreement was reached between the Consortium and the Company in respect thereof. The Heads of Agreement lapsed automatically on the expiry of the Completion Date as no final agreement for an extension of the Completion Date has been reached between the Company and the Consortium. Despite a long period of negotiation on the terms and conditions of the Acquisition between the parties involved, the Consortium has recently been approached by an interested party to dispose of part of its interest in Everbest Century which beneficially owns the Power Plant. As a result, the Acquisition will not proceed and the Directors confirm that the Company will not enter into any further discussions and negotiations with the Consortium regarding any possible acquisition by the Company of the Consortium's remaining interest in the Power Plant. Accordingly, the Rights Issue to be proposed by the Company for the purpose of, inter alia, funding the consideration of the Acquisition (if proceeded with) will not proceed. The Directors confirm that the termination of the Acquisition and the Rights Issue as referred to above will not have any material impact on the Group's financial position.

Shareholders and public investors should exercise caution when buying and selling Shares.

This announcement is made by the order of the board of Directors, the members of which individually and jointly accept responsibility for the accuracy of this announcement.

By the order of the Board

Fu Hui Holdings Limited

SUN Ming

Vice-Chairman

Hong Kong, 14th June 2000

"Please also refer to the published version of this announcement in the Hong Kong i-mail"