Kowloon Development Company Limited — M&A Activity 2001

Jan 19, 2001

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.

THE BANK OF EAST ASIA, LIMITED	FPB BANK HOLDING COMPANY LIMITED
(a company incorporated in Hong Kong with limited liability)	(a company incorporated in Bermuda with limited liability)

EXTENSION OF OFFER PERIOD

IN RESPECT OF THE VOLUNTARY CONDITIONAL OFFER BY

J.P. MORGAN SECURITIES ASIA PTE. LIMITED

ON BEHALF OF

THE BANK OF EAST ASIA, LIMITED

TO ACQUIRE THE WHOLE OF THE ISSUED SHARE CAPITAL

OF

FPB BANK HOLDING COMPANY LIMITED

PROPOSED COMPULSORY ACQUISITION OF THE OUTSTANDING

FPB HOLDINGS SHARES

AND

CHANGE OF DIRECTORS

OF

FPB BANK HOLDING COMPANY LIMITED

The time for accepting the Offer has been extended and it will remain open for acceptance until 4.00 p.m. on Tuesday, 6 February 2001 (unless otherwise further extended by the Offeror). A further announcement will be published in the newspapers of Wednesday, 7 February 2001 on whether the Offer has expired or been further extended and the results of the Offer.

As at 4.00 p.m. on 18 January 2001, the Offeror has received valid acceptances of the Offer in respect of 1,158,405,652 FPB Holdings Shares in aggregate (representing approximately 92.82 per cent. of the issued share capital of FPB Holdings and of the voting rights which may be exercised at general meetings of FPB Holdings).

Subject to verification, as at 4.00 p.m. on 18 January 2001, the Offeror has received acceptances of the Offer in respect of an additional 35,369,474 FPB Holdings Shares, representing 2.834 per cent. of the issued share capital of FPB Holdings, (which, together with the valid acceptances received disclosed above, represents approximately 95.655 per cent. of the issued share capital of FPB Holdings and of the voting rights which may be exercised at general meetings of FPB Holdings).

It is the intention of the Offeror to exercise its rights under the provisions of the Companies Act to compulsorily acquire all those FPB Holdings Shares not held by the Offeror, and then proceed to withdraw the listing of FPB Holdings Shares from the Stock Exchange. A further announcement will be made when the Offeror exercises its right of Compulsory Acquisition.

The directors of FPB Holdings announce that the Resigning Directors will resign with effect from 19 January 2001. The New Directors nominated by the Offeror will be appointed with effect from 19 January 2001.

Introduction

On 21 December 2000, J.P. Morgan made a voluntary conditional cash offer on behalf of the Offeror to acquire the whole of the issued share capital of FPB Holdings pursuant to the offer document of the same date (the ``Offer Document'').

Terms defined in the Offer Document have the same meaning when used in this announcement unless otherwise provided herein.

The Offer was declared unconditional in all respects on 22 December 2000.

Level of Acceptances

As at 4.00 p.m. on 18 January 2001, the Offeror has received valid acceptances of the Offer in respect of 1,158,405,652 FPB Holdings Shares in aggregate (representing approximately 92.82 per cent. of the issued share capital of FPB Holdings and of the voting rights which may be exercised at general meetings of FPB Holdings).

Subject to verification, as at 4.00 p.m. on 18 January 2001, the Offeror has received acceptances of the Offer in respect of an additional 35,369,474 FPB Holdings Shares, representing 2.834 per cent. of the issued share capital of FPB Holdings, (which, together with the valid acceptances received disclosed above, represents approximately 95.655 per cent. of the issued share capital of FPB Holdings and of the voting rights which may be exercised at general meetings of FPB Holdings).

In addition, the Offeror owns 19,915,000 FPB Holdings Shares, representing approximately 1.596 per cent. of the issued share capital of FPB Holdings. Accordingly, as at 4.00 p.m. on 18 January 2001, including the acceptances received which are subject to verification, the Offeror holds 1,213,690,126 FPB Holdings Shares (whether pursuant to the Offer or otherwise) representing approximately 97.25 per cent. of the issued share capital of FPB Holdings and of the voting rights which may be exercised at general meetings of FPB Holdings.

Extension of the Offer

In order to allow FPB Holdings Shareholders who may wish to accept the Offer further time in which to do so, the Offeror has extended the time for acceptance of the Offer. It will remain open for acceptance until 4.00 p.m. on Tuesday, 6 February 2001 (unless otherwise further extended by the Offeror). A further announcement will be published in the newspapers of Wednesday, 7 February 2001 on whether the Offer has expired or been further extended and the results of the Offer.

All the other terms of the Offer as set out in the Offer Document and in the Form of Acceptance apply to the extended Offer.

Compulsory Acquisition

It is the intention of the Offeror to exercise its rights under the provisions of the Companies Act to compulsorily acquire all those FPB Holdings Shares not held by the Offeror, and then proceed to withdraw the listing of FPB Holdings Shares from the Stock Exchange. A further announcement will be made when the Offeror exercises its right of Compulsory Acquisition.

In light of the proposed Compulsory Acquisition, FPB Holdings Shareholders who have not yet accepted the Offer are advised to tender their acceptances of the Offer as soon as possible and in any event not later than 4.00 p.m. on Tuesday, 6 February 2001 if they wish to receive such consideration for their FPB Holdings Shares earlier, instead of waiting for the Compulsory Acquisition notices to be served on them.

Suspension and Withdrawal of Listing

FPB Holdings intends to apply for a suspension of dealings of the FPB Holdings Shares on the Stock Exchange with effect from Friday, 2 February 2001. In that case, the last date of dealing on the Stock Exchange will be Thursday, 1 February 2001. Upon completion of the proposed Compulsory Acquisition by the Offeror, FPB Holdings intends to apply for a withdrawal of listing of the FPB Holdings Shares on the Stock Exchange.

A further announcement will be made when the suspension and/or withdrawal of listing of the FPB Holdings Shares are finalised with the Stock Exchange.

WARNING: FPB Holdings Shareholders are reminded that following the withdrawal of listing of the FPB Holdings Shares, there will be no recognised market on which the FPB Holdings Shares can be traded, although the remaining FPB Holdings Shareholders will have the statutory right to put the FPB Holdings Shares to the Offeror under Section 102(2) of the Companies Act.

Resignation and Appointment of Directors of FPB Holdings

The directors of FPB Holdings (the **Directors**'') announce the following changes to the board of Directors (theBoard''):

1. Mr. Manuel Velez Pangilinan, Mr. Thomas Yoshito Yasuda, Mr. David Tang, Mrs. Nina Wang, Mr. Lin Xizhong, Mr. Song Yufang, Mr. Liu Deshu, Mr. Chen Guogang, and Mr. Michael Joseph Anthony Healy (each a non-executive Director), and Mr. Robert Fell and Mr. David Chung-Woo Yeh (each an independent non-executive Director) (collectively, the ``Resigning Directors'') will resign as Directors with effect from 19 January 2001.

2. Dr. The Hon. David Li Kwok-po, Mr. Joseph Pang Yuk-wing, Mr. Chan Kay-cheung, Mr. Samson Li Kai-cheong, and Mr. Daniel Wan Yim-keung will be appointed as Directors and Mr. Eric Li Fook-chuen, Mr. David Mong Tak-yeung and Mr. Michael Leung Kai-hung will be appointed as independent non-executive Directors (the ``New Directors'') with effect from 19 January 2001.

As a result of the appointment of the New Directors and the resignation of the Resigning Directors, there will be nine Directors on the Board. The existing Director who will remain on the Board is Mr. James C. Ng (as Managing Director).

By order of the board of The Bank of East Asia, LimitedMolly HO Kam-lanCompany Secretary	By order of the board of FPB Bank Holding Company LimitedJessica TseCompany Secretary

Hong Kong, 18 January 2001

The directors of the Offeror jointly and severally accept full responsibility for the accuracy of the information (other than that relating to FPB Holdings) contained in this announcement and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief, their 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 (other than that relating to FPB Holdings) the omission of which would make any of their statements in this announcement misleading.

The directors of FPB Holdings jointly and severally accept full responsibility for the accuracy of the information (other than that relating to the Offeror and information relating to the level of acceptances of the Offer) contained in this announcement and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief, their 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 (other than that relating to the Offeror and information relating to the level of acceptances of the Offer) the omission of which would make any of their statements in this announcement misleading.

Please also refer to the published version of this announcement in the (South China Morning Post)