Nan Nan Resources Enterprise Limited — M&A Activity 2000

Feb 15, 2000

Listed Company Information

ARTFIELD GROUP<1229> - Announcement & Resumption of Trading 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. ARTFIELD GROUP LIMITED (Incorporated in Bermuda with limited liability) ANNOUNCEMENT At the request of the Company, its shares were suspended from trading on the Stock Exchange with effect from 11:28 a.m. on 14 February 2000. The Company has requested the Stock Exchange to resume trading in the Company's shares with effect from 10:00 a.m. on 15 February 2000. Artfield Group Limited (the "Company") is in discussion with an independent third party (the "Proposed Placee") a possible placement of new shares of the Company to the Proposed Placee which may lead to a change in the control of the Company. The shareholders of the Company are urged to note that the said proposal may or may not proceed and may or may not give rise to a general offer for shares of the Company. Persons dealing in shares of the Company are therefore reminded to exercise all due caution in dealing in shares of the Company. This statement is made at the request of the Stock Exchange. We have noted the recent increase in the price of the shares of the Company and wish to state that we are not aware of any reasons for such increases save as disclosed below. The directors of the Company confirm that they have not dealt in the shares of the Company on 14 February 2000. The Company has been discussing with an independent third party (the "Proposed Placee") not connected with any director, chief executive or substantial shareholder of the Company or any of its subsidiaries or their respective associates (as defined in the Rules Governing the Listing of Securities on The Stock Exchange) a possible placement of new shares of the Company to the Proposed Placee since 11 February 2000. The negotiation is at a preliminary stage and no legally binding agreement in respect of the proposed placement has been reached yet. The Company has not fixed any price or terms or number of shares to be placed under this proposal. If this proposal proceeds the Proposed Placee may hold 35% or more of the enlarged issued share capital of the Company, it may result in a change in the control of the Company and may trigger an obligation on the part of the Proposed Placee to make a general offer in accordance with the Hong Kong Codes on Takeover and Mergers. The existing controlling shareholder of the Company is Golden Glory Group Limited which holds 50.774% of the issued share capital of the Company, whose beneficial owner is Mr. Liang Jin You. A further announcement containing details of the terms of the placement will be made as and if the formal agreement is to be executed. Save as noted above, we also confirm that there are no negotiations or agreements relating to intended acquisitions or realisations 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. The shareholders of the Company are urged to note that the said proposal may or may not proceed and may or may not give rise to a general offer for shares of the Company. Persons dealing in shares of the Company are therefore reminded to exercise all due caution in dealing in shares of the Company. At the request of the Company, its shares were suspended from trading on the Stock Exchange with effect from 11:28 a.m. on 14 February 2000. The Company has requested the Stock Exchange to resume trading in the Company's shares with effect from 10:00 a.m. on 15 February 2000. By Order of the Board LO Wah Wai Company Secretary Hong Kong, 14 February 2000 The directors of the Company jointly and severally accept full responsibility for the accuracy of the information contained in this announcement 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.