Harbour Centre Development Limited — M&A Activity 1999

Sep 14, 1999

Listed Company Information

FE CONSORT INTL<0035> - 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. FAR EAST CONSORTIUM INTERNATIONAL LIMITED (Incorporated in the Cayman Islands with limited liability) PROPOSED SPIN-OFF AND LISTING OF A SUBSIDIARY Further to an announcement made by Far East Consortium International Limited (the "Company") on 19th June, 1999 in relation to a possible spin-off and listing in the United States ("U.S.") of New China Homes, Ltd. ("New China Homes"), a subsidiary of the Company engaged in property and related projects in the People's Republic of China ("PRC"), the directors of the Company wish to announce that a registration statement for the offering of shares and warrants of New China Homes has been filed with the U.S. Securities and Exchange Commission on 31st August, 1999 in the U.S. Gross proceeds of the issue to New China Homes (before underwriting and other expenses of the issue) are expected to be approximately US$10.25 million (approximately HK$80 million). The statement is made at the request of The Stock Exchange of Hong Kong Limited. The board of directors of the Company ("Directors") has noted the recent increases in the trading volume and price of the shares of the Company. The Directors announce that they have filed with the U.S. Securities and Exchange Commission a registration statement in connection with a public offering of shares in New China Homes and a listing and quotation of such shares on the Nasdaq National Market (the "Listing"). New China Homes is engaged principally in the development of and investment in middle income sector residential property and related projects in major PRC cities (excluding Hong Kong). The application for the Listing is at a preliminary stage and the specific terms, pricing and timing of the Listing remain to be settled. On a preliminary basis, it is intended that 2,000,000 shares and 2,000,000 warrants of New China Homes will be offered to the public (with an over allotment option to allot and issue a further 300,000 shares and 300,000 warrants). As at 31st March, 1999, New China Homes has net assets of approximately HK$97.5 million. The expected gross proceeds of the offer would be US$10.25 million (approximately HK$80 million) and New China Homes would become a 77% owned subsidiary of the Company. A further announcement will be made in respect of any material developments to the extent that such disclosure is permitted under the U.S. securities laws. The Listing is subject to the fulfilment of the requirements of practice note 15 to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited. Investors should note that the Listing may or may not proceed. A further announcement will be made by the Company in connection with the Listing as and when appropriate. This announcement does not constitute an offer of securities. Offers will be made solely by means of a prospectus registered with the U.S. Securities and Exchange Commission. Save for the Listing, there are no other negotiations or agreements in relation to intended acquisitions or realisations which are discloseable under paragraph 3 of the Listing Agreement, nor are the Directors aware of any matter discloseable under the general obligation imposed by paragraph 2 of the Listing Agreement, which is or may be of a price-sensitive nature. Shareholders of the Company and investors are advised to exercise caution when dealing in the securities of the Company. By Order of the Board Michael Chi Ning O'Young Managing Director Hong Kong, 13th September, 1999