Tomson Group Limited — Share Issue/Capital Change 2000

Mar 13, 2000

Listed Company Information

PO WING KWAN<0149>-Announcement & Suspension 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) DECREASE IN THE PRICE OF THE SHARES OF THE COMPANY AND GENERAL MANDATE TO ISSUE SHARES of the company The Board of the Company has noted the decrease in the price of the shares of the Company on 10th March, 2000 and wishes to state that the Board is not aware of any reasons for such decrease. The Board resolved on 10th March, 2000 to convene a special general meeting for Shareholders to consider and, if thought fit, pass an ordinary resolution to grant a new general mandate to the Board to issue, allot and deal with additional shares in the capital of the Company, details of which are set out in the notice of the special general meeting of the Company. This statement is made at the request of The Stock Exchange of Hong Kong Limited (the 'Stock Exchange'). The board of directors (the 'Board') of Po Wing Kwan International (Holdings) Limited (the 'Company') has noted the decrease in the price of the shares of the Company on 10th March, 2000 and wishes to state that the Board is not aware of any reasons for such decrease. The Board also wishes to state the followings: 1. General Mandate to Issue Shares of the Company The Board resolved on 10th March, 2000 to convene a special general meeting ('SGM') to be held at 10:00 a.m. on Friday, 31st March, 2000 at which an ordinary resolution (the 'Ordinary Resolution') will be proposed for the shareholders of the Company (the 'Shareholders') to consider and, if thought fit, pass such resolution to grant a new general mandate ('Mandate') to the Board to allot, issue and deal with additional shares of the Company, representing up to a maximum of 20% of the issued share capital of the Company as at the date of the passing of the Ordinary Resolution. Subsequent to the allotment of 100,000,000 and 89,000,000 new shares of the Company on 2nd August, 1999 and 6th January, 2000 pursuant to placement agreements dated 2nd July, 1999 and 6th December, 1999 respectively, the general mandate granted to the Board at the Company's annual general meeting on 25th June, 1999 has almost been fully exercised. In this connection, the Ordinary Resolution will be proposed at the SGM. Having regard to the current market conditions, the Board considers that the Mandate will provide greater flexibility to the Board for the allotment and issue of new shares of the Company when it considers appropriate. The Board considers equity issue as a means to raise funds for the Company and its subsidiaries as and when such funds are required. As at the date of this announcement, the Company has not entered into any agreement which requires further allotment or issue of any new shares of the Company. In addition, the Board has no immediate plans to issue any new shares of the Company pursuant to the Mandate. The Board is of the opinion that the grant of the Mandate is in the interests of the Company. A circular together with the notice convening the SGM and a form of proxy for use in relation to the SGM will be despatched to the Shareholders shortly. 2. Suspension of Trading The Board has noted the recent change in substantial shareholders of the Company and is trying to obtain further information in relation to such matter. The Company has made an application to suspend trading in its shares on the Stock Exchange at 10:00 a.m. on Monday, 13th March, 2000 pending the issuance of an announcement in relation to such matter. The Board confirms 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 price-sensitive nature. 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 Chung Chi Wah Chairman Hong Kong, 11th March, 2000