Hung Hing Printing Group Limited — Major Shareholding Notification 2000

Mar 8, 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) NOBLELINK HOLDINGS LIMITED ("Noble Link") (Incorporated in Hong Kong with limited liability) SALE OF 23% NOBLE LINK SHARES The directors of CIL and Noble Link refer to the acquisition of 48,323,000 shares, i.e. 23% of the issued share capital of Noble Link from the Amsteel Parties by the CIL Parties. On 2nd March, 2000, CIL Parties entered into the conditional Agreement with an independent third party for the sale and purchase of their rights in 48,323,000 shares in Noble Link pursuant to the Relevant Agreements. Consideration to be paid is at HK$1.50 per Noble Link share, i.e. HK$72,484,500 in total in cash. Part completion is allowed and the final completion date shall be on or before 15th August, 2000. With reference to the Relevant Agreements, there will remain a deficit of HK$40,349,705 at the time of the final completion of the Agreement and which amount shall be paid by CIL to the Amsteel Parties in cash. The directors of CIL and Noble Link refer to the acquisition of 48,323,000 shares, i.e. 23% of the issued share capital of Noble Link by Lucky Choice Assets Limited ("Lucky Choice") (collectively with CIL, the "CIL Parties"), a wholly owned subsidiary of CIL, from the Amsteel Parties (with definition as below) pursuant to the agreement dated 23rd November, 1998 (the "November Agreement") entered into between Ambang Jaya Sdn. Bhd. ("Ambang"), Angkasa Marketing (Singapore) Pte. Ltd. ("Angkasa"), Amsteel Corporation Berhad ("Amsteel") (together with Ambang and Angkasa, the "Amsteel Parties"), Lucky Choice and CIL, as amended by three supplemental agreements dated 22nd January, 1999, 28th July, 1999 and 23rd February, 2000 respectively (together with the November Agreement, the "Relevant Agreements"). Details of the above can be referred to in the joint announcements of CIL and Noble Link dated 2nd December, 1998 and 23rd February, 2000. On 2nd March, 2000, the CIL Parties together with Messrs. Joseph Szeto and Ho Pui Tsun, Peter, common directors of both CIL and Noble Link, entered into a conditional deed of sale and purchase (the "Agreement") with an independent third party namely Ultra Technology Limited (the "Purchaser") whereby the CIL Parties have been able to secure the Purchaser to take up their obligations for the sale and purchase of 23% Noble Link shares pursuant to the Relevant Agreements. The Purchaser is not connected with the directors, chief executive or substantial shareholders of CIL and of Noble Link or of their respective subsidiaries or any of their respective associates (as defined in the Rules Governing the Listing of Securities on the Stock Exchange (the "Listing Rules")). Consideration to be paid is at HK$1.50 per Noble Link share, i.e. HK$72,484,500 in total in cash, which represented discounts of 22.68% and 24.92% to closing price of HK$1.94 and ten days average closing price of HK$1.998 of Noble Link shares on 2nd March, 2000 respectively. Part completion is allowed and the final completion date shall be on or before 15th August, 2000. The Purchaser is a limited liability company incorporated in the British Virgin Islands and is wholly owned by a PRC national namely Mr Chen Xiangqian ("Mr Chen") who received a Bachelor Degree in Electronic Engineering in the PRC and a Master Degree in Computer Science in the USA. Mr Chen has more than ten years experience in performing direct investments in both Hong Kong and the PRC. No request for representation in the board of directors of Noble Link has been received from the Purchaser. At present, there is no impact on Noble Link's operation due to the Agreement or the Purchaser both in terms of business and financial aspects. However, the board of directors of Noble Link does not rule out the possibility that the Purchaser will introduce any project/asset which will be beneficial to Noble Link. The Agreement is conditional upon and subject to the satisfaction of the following conditions precedent: (a) the due performance of the respective obligations and duties by all the relevant parties to the Relevant Agreements; (b) the Purchaser shall be satisfied in its absolute discretion with the results of the legal and financial due diligence investigation on all matters relating to Noble Link; and (c) Noble Link shares remaining listed and traded on the Stock Exchange at all times prior to the final part completion, save for any temporary suspension not exceeding 10 business days, or such longer period as may be required by the Securities and Futures Commission or the Stock Exchange and/or which the Purchaser may accept in writing. If the Purchaser shall fail to complete the Agreement, CIL is entitled to enforce its legal right against the Purchaser under contract laws; and the CIL Parties would still be legally bound to complete its own purchase from the Amsteel Parties with its own resources or by loan borrowing, if necessary. Pursuant to the terms of the Relevant Agreements that the CIL Parties have to pay a total of HK$112,834,205, i.e. at HK$2.335 each, for 23% Noble Link shares to the Amsteel Parties, there will remain a deficit of HK$40,349,705 at the time of the final completion of the Agreement and which amount shall be paid by CIL to the Amsteel Parties in cash on or before 15th August, 2000, the latest. At present, CIL intends to finance the deficit by internal resources. At the time of completion of both the Agreement and the Relevant Agreements, CIL will record a loss of HK$40,349,705 for the 23% Noble Link shares. The reason for CIL to enter into the Agreement is that CIL can thereafter lower down its gearing and concentrate its resources into other more profitable areas. The Agreement constituted a discloseable transaction of CIL under Chapter 14 of the Listing Rules. A circular detailing the transaction will be despatched to the shareholders of CIL as soon as practicable. Upon final completion of the Agreement, assuming all other things unchanged, shareholding in Noble Link will be as follows: On or before At present % 15/08/2000 % Amsteel Parties 48,323,000 23.00 - - CIL Parties 22,979,069 10.94 22,979,069 10.94 East Marton Group Limited* 55,185,700 26.27 55,185,700 26.27 Ultra Technology Limited - - 48,323,000 23.00 Public 83,612,231 39.79 83,612,231 39.79 Total 210,100,000 100.00 210,100,000 100.00 * East Marton Group Limited is owned by Madam Tsui Hung who is a PRC national. She has over ten years experience in performing direct investments on property, international trading and information technology in the PRC. The directors of CIL have noted the recent increase in the price of the shares of CIL and wish to state that they are not aware of any reasons for such increase. The directors of CIL confirm that there are no negotiations or agreements relating to intended acquisitions or realisation which are discloseable under paragraph 3 of the Listing Agreement, neither is the board 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. By Order of the Board CIL Holdings Limited Joseph Szeto Chairman and Managing Director By Order of the Board Noble Link Holdings Limited Li Zhao Director Hong Kong, 7th March, 2000