Genesis Scale Holdings Limited — M&A Activity 2000

Sep 19, 2000

Listed Company Information

CLIMAX INT'L<0439> - Announcement CLIMAX INTERNATIONAL COMPANY LIMITED Centurion Corporate Finance Limited Financial adviser to Climax International Company Limited ANNOUNCEMENT LETTER OF INTENT The Company announces that the deadline for the entering into of the Investment Agreement has been delayed and will now be extended to 28 September 2000. As the Proposed Investment is subject to a number of conditions precedent and in view of the fact that the letter of intent is not legally binding and the Investment Agreement has not been entered into, the Proposed Investment may or may not proceed. Shareholders and the investing public are, therefore, advised to exercise caution when dealing in the Shares. Reference is made to the announcement dated 25 July 2000 in relation to the non legally binding letter of intent dated 19 July 2000 between Climax International Company Limited (the "Company") and First Century Holdings Limited (the "Investor"). Unless otherwise defined, terms used in this announcement shall have the same meanings as those used in the announcement dated 25 July 2000. The letter of intent provided that the Investment Agreement, which would set out the terms and conditions of the Proposed Investment, would be entered into on or before 18 September 2000. As the Company and the Investor require more time to finalise the terms of the Investment Agreement, the parties have agreed that the deadline for the entering into of the Investment Agreement will now be extended to 28 September 2000. Whilst the terms of the draft Investment Agreement are based on the terms as set out in the letter of intent, in particular, the subscription price per New Share and the shareholding structure following such subscription (which remain unchanged), there are a number of additional conditions and drafting matters which are the subject of the current negotiations between the Company and the Investor. Due diligence review, which was supposed to last for 28 days to end on 16 August 2000, was extended for another 14 days to 30 August 2000 and no further extension has since been granted by the Company. Following due diligence review, there are a number of matters which the Investor requires further clarifications and the Company is currently providing such clarifications. Save as set out in this announcement, no other material changes have been made to the terms of the letter of intent. As the Proposed Investment is subject to a number of conditions precedent and in view of the fact that the letter of intent is not legally binding and the Investment Agreement has not been entered into, the Proposed Investment may or may not proceed. Shareholders and the investing public are, therefore, advised to exercise caution when dealing in the Shares. By Order of the Board Climax International Company Limited Fung Kwong Yan Chairman Hong Kong SAR, 18 September 2000 The directors of Climax International Company Limited 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 and belief, 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.