JY GAS LIMITED — M&A Activity 2000

Mar 14, 2000

Listed Company Information

GOLDEN POWER<0603> - 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. HIKARI TSUSHIN, INC. (Incorporated in Japan with limited liability) GOLDEN POWER INTERNATIONAL HOLDINGS LIMITED (Incorporated in Bermuda with limited liability) ANNOUNCEMENT DESPATCH OF COMPOSITE OFFER DOCUMENT The composite offer document of the Company in relation to the Share Offer and the accompanying form of acceptance and transfer (the ``Composite Offer Document'') was despatched to the shareholders of the Company on 13th March, 2000. The Share Offer opened on Monday, 13th March, 2000. The closing date of the Share Offer will be at 4:00 p.m. on Monday, 3rd April, 2000. The respective boards of directors of Hikari Tsushin and the Company refer to the joint announcement made by the respective board of directors of the Company, Hikari Tsushin and PCCW on 28th December, 1999 (the ``Announcement'') and the circular of the Company dated 27th January, 2000 (the ``Circular''). Terms defined in the Announcement shall have the same meanings when used herein unless the context requires otherwise. DESPATCH OF COMPOSITE OFFER DOCUMENT The Composite Offer Document and the accompanying form of acceptance and transfer was despatched to the shareholders of the Company today. The Composite Offer Document contains, inter alia, terms and other details of the Share Offer, information on Hikari Tsushin, information on the Company, a letter of the Independent Board Committee of the Company and a letter of advice from the independent financial adviser to the Independent Board Committee of the Company. The Share Offer opened on Monday, 13th March, 2000. The closing date of the Share Offer will be at 4:00 p.m. on Monday, 3rd April, 2000. INFORMATION EXTRACTED FROM THE COMPOSITE OFFER DOCUMENT The following information, which has not been previously disclosed by the Company, is extracted from the Composite Offer Document. Capitalised terms defined under this section shall have the same meaning as ascribed to them in the Composite Offer Document unless the context requires otherwise. The unaudited consolidated results of the Group for the nine months' period ended 31st December, 1999 are set out as below: For the nine months' period ended 31st December, 1999 HK$'000 Turnover 391,022 Loss before exceptional items (45,826) Exceptional items Loss before taxation (45,826) Taxation (2,399) Loss before minority interests (48,225) Minority interests 3,770 Net loss attributable to Shareholders (44,455) The following is a statement of the adjusted net tangible assets of the Group, based on the audited consolidated financial statements of the Group as at 31st March, 1999 and adjusted as follows: Total Amount Per Share HK$'000 HK$ Before taking into account the Subscriptions Audited consolidated net tangible assets as at 31st March, 1999 (excluding the pre-operating expenses capitalised of HK$3,660,168 as at 31st March, 1999) 282,979 Unaudited results of the Group for the nine months' period ended 31st December, 1999 (adjusted for amortisation of pre-operating expenses capitalised of HK$600,000) (43,855) Net proceeds from the placement of 48,000,000 new Shares 28,400 Subscription monies received from the exercise of the warrants of the Company 18,078 Subscription monies received from the exercise of 8,000,000 options of the Company 2,848 Fully diluted adjusted net tangible assets (on the basis of 337,435,506 Shares in issue and to be issued) 288,450 0.85 After taking into account the Subscriptions Net proceeds from the Subscriptions 743,680 Adjusted net tangible assets (on the basis of 1,165,935,506 Shares in issue and to be issued) 1,032,130 0.89 Net proceed from the issue of the CN 93,420 Subsciption monies to be received from the exercise in full of the New Warrants 349,781 Fully diluted adjusted net tangible assets (on the basis of 1,502,922,607 Shares in issue and to be issued) 1,475,331 0.98 GENERAL Shareholders and investors of the Company are strongly advised to carefully consider the information and advice of the independent financial adviser as contained in the Composite Offer Document before taking any action in relation to the Share Offer. By Order of the board of Hikari Tsushin, Inc. Masahide Saito Managing Director By Order of the board of Golden Power International Holdings Limited Chu King Tien Director Hong Kong 13th March, 2000 The directors of Hikari Tsushin jointly and severally accept full responsibility for the accuracy of the information contained in this announcement (other than that relating to the Company) and confirm, having made all reasonable enquiries, 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 the Company jointly and severally accept full responsibility for the accuracy of the information contained in this announcement (other than that relating to Hikari Tsushin) and confirm, having made all reasonable enquiries, 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.