Novautek Technologies Group Limited — M&A Activity 2000

Feb 1, 2000

Listed Company Information

KONG SUN HOLD<0295> - Announcement KONG SUN HOLDINGS LIMITED UPDATE ON THE MAJOR AND CONNECTED TRANSACTION INVOLVING ISSUE OF NEW SHARES DATE OF THE NEW EXTRAORDINARY GENERAL MEETING AND EXTENSION OF THE LONG STOP DATE A new extraordinary general meeting to approve the proposed major and connected transaction involving issue of new shares will be held on 21 February 2000. Pursuant to a second Memorandum, the Long Stop Date will be extended to 31 March 2000 for the fulfillment of the conditions under the Agreement. References are made to the announcements of Kong Sun Holdings Limited ("Company") dated 16 August 1999, 6 September 1999, 30 September 1999 and 15 November 1999 and the circular to shareholders of the Company dated 15 September 1999 ("Circular") in relation to acquisition of a 55% interest in Pioneer Heritage Sdn Bhd by Hua Chiao Development Limited from Kong Sun Enterprise Sdn Bhd. Terms defined in the Circular bear the same meanings in this announcement unless the context otherwise requires. The board of directors of the Company announces that a new extraordinary general meeting ("EGM") of the Company will be held on 21 February 2000 for the purpose of considering and, if thought fit, passing the resolution for approving the Agreement. Notice of the EGM together with proxy forms will be sent to shareholders of the Company as soon as practicable and in any event on or before 3 February 2000. Completion of the Agreement is conditional upon, among others, the following conditions being fulfilled: (a) completion of the Malaysian Transaction to the absolute satisfaction of the Group; (b) the production of a legal opinion by a firm of Malaysian lawyers approved by the Group in relation to the completion of the Malaysian Transaction, the vesting of the title to the Land and the Properties in Pioneer and the receipt of all the Malaysian governmental approvals in such form and substance as may be acceptable to the Group at its absolute discretion; (c) completion of the Group's due diligence exercise in relation to the financial, legal, and operational conditions of Pioneer to the Group's reasonable satisfaction; (d) the receipt of all Malaysian governmental approvals including, but not limited to, the approval of Foreign Investment Committee, Prime Minister Department in Malaysia, in terms acceptable to the Company ("FIC approval"); (e) the passing by the Independent Shareholders at the EGM of an ordinary resolution approving the Agreement and the issue of the Consideration Shares; and (f) the Listing Committee of the Stock Exchange granting the listing of, and permission to deal in, the Consideration Shares. As the FIC approval mentioned in condition (d) above has not been obtained, conditions (a) to (d) and (f) cannot be fulfilled accordingly. The Company was advised by its Malaysian legal advisers that application has been made to apply for the FIC approval, and as a matter of formality, the Company is expected to obtain such approval by the end of March 2000. To satisfy condition (e) above, the board of directors of the Company proposes to convene the EGM for the purpose of considering and, if thought fit, passing the resolution for approving the Agreement, subject to conditions (a) to (d) and (f) above. Accordingly, as all the conditions under the Agreement will not be fulfilled by 16 February 2000 ("Long Stop Date"), Pioneer, Hua Chiao and KSE have mutually agreed and signed a second memorandum ("Memorandum") on 25 January 2000 to further extend the Long Stop Date to 31 March 2000, or such later date as may agree, for fulfillment of the conditions under the Agreement. Other than the Long Stop Date, all the terms in the Agreement remain unchanged. Further announcement may be made if necessary. By Order of the Board Kong Sun Holdings Limited Kong Look Sen Chairman Hong Kong, 31 January 2000