Oriental Explorer Holdings Limited — M&A Activity 2000

Apr 5, 2000

Listed Company Information

QPL INT'L<0243> - Announcement QPL INTERNATIONAL HOLDINGS LIMITED (Incorporated in Bermuda with imited liability) ANNOUNCEMENT The Board of Directors of QPL announces that QPL will be entitled to receive an additional consideration of US$25 million (approximately HK$194 million) under the major transaction of QPL relating to the investment in ASAT by, amongst others, Chase Asia Equity Partners as the ASAT Group has achieved the agreed EBITDA target. This announcement is made by QPL International Holdings Limited ("QPL" and together with its subsidiaries, the "Group") pursuant to paragraph 2(1) of the Listing Agreement. Reference is made to the announcement and circular of QPL dated 19th July, 1999 and 16th August, 1999 respectively in relation to the major transaction of QPL relating to the investment in ASAT Holdings Limited ("ASAT" and together with its subsidiaries, the "ASAT Group") by investors including Chase Asia Equity Partners and the interim results announcement of QPL dated 7th January, 2000. It was previously announced that additional consideration of up to US$25 million (approximately HK$194 million) was payable to the Group if the ASAT Group could achieve certain target in respect of the earnings before interest, income taxes, depreciation and amortisation excluding non-recurring exceptional items and extraordinary gains and losses ("EBITDA") of the ASAT Group in respect of the year ended 31st December, 1999. The accountants appointed under the investment documents confirmed that the ASAT Group has achieved the agreed EBITDA target and an additional consideration of US$25 million (approximately HK$194 million) is payable by the investors to the Group. The additional consideration will be payable in cash no later than the earlier of ASAT's initial public offering and the second anniversary of the closing date of the major transaction (i.e. 29th October, 2001). Fifty percent of the net proceeds will be used to repay QPL's indebtedness under the current arrangements with its creditors and the balance will be used as working capital of the Group. Made by Order of the Board of QPL, the directors of which individually and jointly accept responsibility for the accuracy of this announcement. By Order of the Board QPL International Holdings Limited Li Tung Lok Chairman 3rd April, 2000