Matrix Holdings Limited — M&A Activity 2000

Aug 28, 2000

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.

Matrix Holdings Limited	SUNCORP INVESTMENTS GROUP LIMITED
(Incorporated in Bermuda with limited liability)	(Incorporated in the British Virgin Islands with limited liability)

JOINT ANNOUNCEMENT

Unconditional cash offer by

Deloitte & Touche Corporate Finance Limited

on behalf of Suncorp Investments Group Limited

for all the issued shares of Matrix Holdings Limited

(other than those already owned or

agreed to be acquired by Suncorp Investments Group Limited

or parties acting in concert with it)

Completion of the Agreement as amended by the Deed of Amendment took place on 25 August 2000.

An unconditional offer at an offer price of HK$0.2365 per Share will be made by Deloitte & Touche on behalf of Suncorp.

The composite offer document will be despatched to shareholders of the Company on or before 1 September 2000.

Application has been made by the Company for the resumption of trading in the Shares with effect from 10:00 a.m. on 28 August 2000.

Unless otherwise stated, terms used in this announcement shall have the same meanings as those defined in the joint announcement of the Company and Suncorp dated 3 July 2000 (the "Joint Announcement") relating to the possible unconditional cash offer by Deloitte & Touche on behalf of Suncorp for all the issued Shares other than Shares already owned or agreed to be acquired by Suncorp or parties acting in concert with it.

Completion

On 30 June 2000, MRL, Best Fortune, Mr. Wong, Oilpro and Suncorp entered into the conditional Agreement, pursuant to which Suncorp agreed to acquire the Sale Shares and the Sale Convertible Loan Stock from the Vendors. On 25 August 2000, the parties thereto entered into a deed of amendment ("Deed of Amendment") to amend the terms for payment of the consideration for the Sale Shares and the Sale Convertible Loan Stock under the Agreement. All other conditions of the Agreement have been fulfilled. On 25 August 2000, completion of the Agreement as amended by the Deed of Amendment took place.

Deed of Amendment and Escrow Agreement

Pursuant to the original terms of the Agreement, the total consideration for the Sale Shares and the Sale Convertible Loan Stock of HK$118,138,003 should be paid to the Vendors on Completion. Pursuant to the Deed of Amendment, of the total consideration, HK$67,138,003 was paid to the Vendors on Completion and the remaining balance of HK$51,000,000 was paid by Suncorp on Completion into a separately designated bank account in accordance with an escrow agreement ("Escrow Agreement") dated 25 August 2000 signed among the Vendors, Suncorp and Lovells, the escrow agent.

Save as amended by the Deed of Amendment, all other terms and conditions of the Agreement shall remain in full force and effect and shall continue to be binding on the parties thereto.

Reason for entering into the Deed of Amendment and Escrow Agreement

There was a court judgement in October 1999 regarding the ownership of an indirect wholly-owned, major subsidiary of the Company (the "subsidiary") in connection with a claim by a trade creditor , which is an independent party, of approximately HK$0.55 million against the Subsidiary. The Subsidiary has subsequently settled the claim with the creditor and the Company is in the process of making an application for a judicial review of the judgement regarding the ownership of the Subsidiary.

The amount of HK$51,000,000 held in escrow will be released to the Vendors if (i) the judgement is overruled; or (ii) no claim from any party is made in respect of the Subsidiary for a 30 month period after the occurrence of a certain event as specified in the Escrow Agreement; or (iii) the expiry of a 24 month period after the occurrence of a certain event as specified in the Escrow Agreement and the transfer of certain assets owned by the Subsidiary to a third party.

The directors of the Company have sought independent legal advice and are of the view that the aforesaid judgement can be overruled and has no material impact upon the financial position and operation of the Group.

Unconditional cash offer

Completion of the Agreement as amended by the Deed of Amendment took place on 25 August 2000 after all conditions of the Agreement had been fulfilled. Following Completion, Suncorp and parties acting in concert with it became interested in an aggregate of 92,990,200 Shares, representing approximately 64.26% of the issued share capital of the Company, and all the outstanding Convertible Loan Stock with an aggregate value of HK$44,000,000. Under the Takeovers Code, Deloitte & Touche, on behalf of Suncorp, will make the Offer to acquire all the issued Shares, other than those already owned or agreed to be acquired by Suncorp or parties acting in concert with it, at an offer price of HK$0.2365 per Share.

A composite offer document containing the terms of the Offer, financial information in respect of the Group, the advice of the independent board committee and the independent financial adviser, together with acceptance and transfer forms will be despatched to shareholders of the Company on or before 1 September 2000.

Suspension and resumption of trading in the Shares

At the request of the Company, the Shares were suspended with effect from 10:00 a.m. on 25 [1]August 2000 pending release of this announcement. An application has been made by the Company for resumption of trading in the Shares with effect from 10:00 a.m. on 28 August 2000.

By the Order of the Board	By the Order of the Board
Matrix Holdings Limited	Suncorp Investments Group Limited
Wong Chak Hung, James	Cheng Yung Pun
Chairman	Director

Hong Kong, 25 August 2000

The directors of the Company jointly and severally accept full responsibility for the accuracy of information (other than that relating to Suncorp) contained in this announcement and confirm, having made all reasonable inquiries, that to the best of their knowledge, the opinions expressed in this announcement have been arrived at after due and careful consideration and that there are no other facts not contained in this announcement, the omission of which would make any statement in the announcement misleading.

The sole director of Suncorp accepts full responsibility for the accuracy of information contained in this announcement (other than that relating to the Group) and confirms, having made all reasonable inquiries, that to the best of his knowledge, the opinions expressed in this announcement have been arrived at after due and careful consideration and that there are no other facts not contained in this announcement, the omission of which would make any statement in the announcement misleading.

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