Tomson Group Limited — Major Shareholding Notification 2000

Mar 14, 2000

Listed Company Information

PO WING KWAN<0149> - Announcement & Resumption of Trading 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. PO WING KWAN INTERNATIONAL (HOLDINGS) LIMITED (Incorporated in Bermuda with limited liability) CHANGE IN SUBSTANTIAL SHAREHOLDERS OF THE COMPANY On 9th March, 2000 and 10th March, 2000, the Company received several SDI notices pursuant to which WGL and GFL have become new substantial shareholders of the Company and hold 118,762,500 and 269,427,500 shares of the Company, representing approximately 10.45% and 23.71% interests in the share capital of the Company respectively. As at the date of this announcement, the Company has not received any notification from any of the Parties to appoint directors to the Board. WEL, the then single largest shareholder of the Company, has notified the Company that on 9th March, 2000, it disposed of its entire shareholding in the Company of 227,160,000 shares of the Company, representing approximately 19.99% interest in the share capital of the Company. WEL does not have any representation in the Board. On 9th March, 2000 and 10th March, 2000, Po Wing Kwan International (Holdings) Limited ("the Company") received several SDI notices pursuant to which Wealthy Gain Limited ("WGL") and Golden Flower Limited ("GFL") have become new substantial shareholders of the Company and hold 118,762,500 and 269,427,500 shares of the Company, representing approximately 10.45% and 23.71% interests in the share capital of the Company respectively. Pursuant to those SDI notices, Ruby Enterprises Limited ("REL") is deemed to be interested in 118,762,500 shares of the Company held by WGL. China Strategic Holdings Limited ("CSHL") is deemed to be interested in a total of 388,190,000 shares of the Company through WGL and GFL, wholly-owned subsidiaries of CSHL. Mr. Oei Hong Leong ("Mr. Oei"), the Chairman and Chief Executive Officer of CSHL, is also deemed to be interested in 388,190,000 shares of the Company, representing 34.16% interest in the share capital of the Company. Windway Enterprises Limited ("WEL"), the then single largest shareholder of the Company, has notified the Company that on 9th March, 2000, it disposed of its entire shareholding in the Company of 227,160,000 shares of the Company, representing approximately 19.99% interest in the share capital of the Company. WEL does not have any representation in the board of directors of the Company (the "Board"). To the best knowledge of the Board, WGL, GFL, REL, CSHL and Mr. Oei (collectively, the "Parties") are independent third parties not connected with the Company, its directors, chief executive of the Company and any of its subsidiaries or their respective associates (as defined under the Listing Rules). Moreover, the Company was informed that the Parties and all the persons acting in concert with them (as defined under the Hong Kong Code on Takeovers and Mergers) held in aggregate 388,190,000 shares of the Company as at 10th March, 2000, representing 34.16% interest in the share capital of the Company. As at the date of this announcement, the Company has not received any notification from any of the Parties to appoint directors to the Board. The Company will make further announcement if there is any change in the Board or the business of the Company. The Company made an application to suspend trading in its shares on The Stock Exchange of Hong Kong Limited (the "Stock Exchange") at 10:00 a.m. on 13th March, 2000. The Company has applied to resume trading in its shares on the Stock Exchange at 10:00 a.m. on 14th March, 2000. Investors should exercise extreme caution when dealing in the shares of the Company. Made by the order of the Board, the directors of which individually and jointly accept responsibility for the accuracy of this announcement. By Order of the Board Po Wing Kwan International (Holdings) Limited Man Kam Ying Company Secretary Hong Kong, 13th March, 2000