Hung Hing Printing Group Limited — M&A Activity 2000

Feb 24, 2000

Listed Company Information

CIL HOLDINGS<0479> & NOBLE LINK HOLD<0254> - Joint Announcement 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. CIL HOLDINGS LIMITED ("CIL") (Incorporated in Bermuda with limited liability) Noble Link Holdings Limited ("Noble Link") (Incorporated in Hong Kong with limited liability) EXTENSION OF COMPLETION DATE REGARDING ACQUISITION OF 23% NOBLE LINK SHARES The directors of CIL and Noble Link refer to the joint announcement dated 14th January, 2000 relating to an agreed extension till an agreement on the variation of the terms of the Acquisition has been reached. The Amsteel Parties and the CIL Parties have agreed to enter into the Supplemental Agreement to the Agreement dated 23rd November, 1998 pursuant to which, Amsteel Parties agreed to extend the completion of the sale and purchase of the Remaining Shares to 15th August, 2000. On or before 15th April, 2000, CIL shall pay HK$40,000,000 to the Amsteel Parties, which shall transfer the First Tranche i.e. not less than 17,130,620 Shares to Lucky Choice or its nominee and shall release the guarantee made by Noble Link in favour of DaoHeng Bank under the Cibber Security Arrangements. On or before 15th August, 2000, CIL shall pay HK$20,000,000 to the Amsteel Parties, which shall transfer the Second Tranche i.e. not less than 8,565,310 Shares to Lucky Choice or its nominee and shall release the guarantee made by Noble Link in favour of Standard Chartered Bank under the Cibber Security Arrangements. On or before 15th August, 2000, CIL shall pay the balance of HK$52,834,205 and the Amsteel Parties shall transfer the Third Tranche i.e. the remaining 22,627,070 Shares to Lucky Choice or its nominee. The directors of CIL and Noble Link refer to the joint announcement (the "Announcement") by CIL and Noble Link dated 14th January, 2000 whereby it was announced that completion of the acquisition (the "Acquisition") of the 48,323,000 Shares in Noble Link ("Remaining Shares") by Lucky Choice Assets Limited ("Lucky Choice") pursuant to the agreement dated 23rd November, 1998 (the "Agreement") entered into between Ambang Jaya Sdn. Bhd. ("Ambang"), Angkasa Marketing (Singapore) Pte. Ltd. ("Angkasa"), Amsteel Corporation Berhad ("Amsteel") (together with Ambang and Angkasa are known as the "Amsteel Parties"), Lucky Choice and CIL (together with Lucky Choice known as the "CIL Parties") in relation to the sale and purchase of shares in Noble Link has been extended till an agreement on the variation of the terms of the Acquisition has been reached. Terms used in this announcement shall have the same meaning as ascribed thereto in the Announcement. The Amsteel Parties and the CIL Parties have agreed on 23rd February, 2000 to enter into the Third Supplemental Agreement (the "Supplemental Agreement") to the Agreement pursuant to which, Amsteel Parties agreed that completion of the sale and purchase of the Remaining Shares shall be extended to on or before 15th August, 2000 while all other major terms remain unchanged. Under the Supplemental Agreement, CIL Parties shall pay or procure a payment of a sum of not less than HK$40,000,000 to the Amsteel Parties on or before 15th April, 2000. The Amsteel Parties shall transfer or procure a transfer of the First Tranche i.e. not less than 17,130,620 shares (approximately 8.15%) in Noble Link, i.e. at HK$2.335 each and being the same purchase price as per the Agreement, in favour of Lucky Choice or its nominee and shall release the guarantee made by Noble Link in favour of DaoHeng Bank under the Cibber Security Arrangements. On or before 15th August, 2000, CIL shall pay HK$20,000,000 to the Amsteel Parties, which shall transfer the Second Tranche i.e. not less than 8,565,310 shares (approximately 4.08%) in Noble Link, i.e. at HK$2.335 each and being the same purchase price as per the Agreement, in favour of Lucky Choice or its nominee and shall release the guarantee made by Noble Link in favour of Standard Chartered Bank under the Cibber Security Arrangements. On or before 15th August, 2000, CIL shall pay the balance of HK$52,834,205 to the Amsteel Parties and the Amsteel Parties shall transfer the Third Tranche i.e. the remaining 22,627,070 shares (approximately 10.77%) in Noble Link i.e. at HK$2.335 each and being the same purchase price as per the Agreement, to Lucky Choice or its nominee. Cibber Security Arrangements refer to the provision by Noble Link of several securities in favour of DaoHeng Bank and Standard Chartered Bank to secure the loan facilities granted to Jilin Motor City Park Hotel Limited, a then 60% owned subsidiary of Noble Link and which has been sold to the Amsteel Parties, in an aggregate amount of US$8,000,000, details of which can be referred to in the circulars to the shareholders of CIL and Noble Link both dated 11th September, 1999. On 17th February, 2000 and 18th February, 2000, CIL disposed on the market a total of 17,400,000 shares (representing approximately 8.28%) of Noble Link (the "Disposal") at various prices for the purpose of realizing investment in hand. The net proceeds received from the Disposal were approximately HK$31,000,000. The cost of the 17,400,000 shares was at HK$2.335 each. As a result of the Disposal, the loss sustained by CIL was approximately HK$9,600,000. At present, CIL intends to finance the payment on the relevant due dates by internal resources, and if necessary, loan borrowings. It is anticipated that, assuming all other things unchanged, shareholding in Noble Link at the following respective dates will be: First Tranche Second Tranche Third Tranche on or before on or before on or before At Present % 15/04/2000 % 15/08/2000 % 15/08/2000 % Amsteel Parties 48,323,000 23.00 31,192,380 14.85 22,627,070 10.77 - - CIL Parties 22,979,069* 10.94* 40,109,689* 19.09* 48,674,999* 23.17* 71,302,069*33.94* East Marton Group Limited 55,185,700 26.27 55,185,700 26.27 55,185,700 26.27 55,185,700 26.27 Public 3,612,231 39.79 83,612,231 39.79 83,612,231 39.79 83,612,231 39.79 * of which 22,933,069 shares (approximately 10.92%) have been pledged for loans from financial institutions or independent third parties. All of such loans have been overdue. CIL is in negotiation with those creditors for settlement proposals for such overdue amount. However, shareholders and investors are reminded that such pledged shares may be disposed by the relevant creditors in the event that no settlement arrangement can be reached. By Order of the Board By Order of the Board CIL Holdings Limited Noble Link Holdings Limited Joseph Szeto Li Zhao Chairman and Managing Director Director Hong Kong, 23rd February, 2000 The directors of CIL jointly and severally accept full responsibility for the accuracy of the information contained in this announcement insofar as it relates to CIL and confirm, having made all reasonable inquiries, that to the best of their knowledge, 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. The directors of Noble Link jointly and severally accept full responsibility for the accuracy of the information contained in this announcement insofar as it relates to Noble Link and confirm, having made all reasonable inquiries, that to the best of their knowledge, 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.