Weiye Holdings Limited — M&A Activity 2003

Apr 7, 2003

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.

WORLD POSSESSION ASSETS LIMITED (Incorporated in the British Virgin Islands with limited liability)	UNITED POWER INVESTMENT LIMITED (Incorporated in Bermuda with limited liability)

JOINT ANNOUNCEMENT

Despatch of composite document in relation to

conditional mandatory general offers by

Get Nice Capital Limited and Asia Investment Capital Limited

on behalf of

World Possession Assets Limited

to acquire all the issued shares

and to cancel all outstanding options of United Power Investment Limited

(other than those Shares already owned or agreed to be acquired

by World Possession Assets Limited or parties acting in concert with it)

Copies of the Composite Document regarding the Offers will be despatched to the Independent Shareholders and the Optionholders on Monday, 7 April, 2003.

Reference is made to the joint announcement of World Possession Assets Limited and United Power Investment Limited dated 17 March, 2003 regarding the Offers (the "Joint Announcement"). Unless the context requires otherwise, capitalized terms used in this announcement shall have the same meanings as those defined in the Joint Announcement.

DESPATCH OF THE COMPOSITE DOCUMENT

Copies of the composite document regarding the Offers (the "Composite Document") containing, inter alia, terms and details of the Offers, a letter of advice from Altus Capital Limited as independent financial adviser to the Shareholders other than World Possession and parties acting in concert with it (the "Independent Shareholders") and the Optionholders, together with the forms of acceptance and transfer/renunciation for the Offers will be despatched to the Independent Shareholders and the Optionholders on Monday, 7 April, 2003.

The Offers will open on Monday, 7 April, 2003 and the latest time for acceptance of the Offers will be at 4:00 p.m. on Monday, 28 April, 2003 unless (a) World Possession revises or extends the Offers in accordance with the relevant provisions of the Takeovers Code; or (b) if the Offers are declared unconditional at 4:00 p.m. on Monday, 28 April, 2003, the Offers will remain open for acceptance for 14 days thereafter (i.e. at 4:00 p.m. on Monday, 12 May, 2003). An announcement will be made as and when the Offers are declared unconditional or lapse.

The Independent Shareholders and the Optionholders are strongly advised to read the Composite Document before deciding whether or not to accept the Offers.

EXPECTED TIMETABLE

2003

Commencement of the Offers . Monday, 7 April

First closing date of the Offers . Monday, 28 April

Latest time for acceptance of the Offers

on the first closing date (Note 1) . 4:00 p.m. on Monday, 28 April

Latest date for despatch of remittances for the amounts

due in respect of valid acceptances received

under the Offers on or before the first closing time

of the Offers (Notes 2 and 3) . Wednesday, 7 May

Final closing date of the Offers (Notes 2 and 4) . Monday, 12 May

Latest time for acceptance of the Offers on the final

closing date (Note 2) . 4:00 p.m. on Monday, 12 May

Latest date for despatch of remittances for the amounts

due in respect of valid acceptances received

under the Offers at or before the latest time

for acceptances (Notes 2 and 3) . Wednesday, 21 May

Latest date by which the Offers can be declared

unconditional (Note 5) . Thursday, 5 June

Notes:

1. The Offers will be declared unconditional if the Shares to be held by World Possession, together with the Shares tendered under the Share Offer, exceed 50% of the Company's issued share capital. Otherwise, the Offers will lapse at 4:00 p.m. on 28 April, 2003. An announcement will be made as and when the Offers are declared unconditional or lapse.

2. Assuming the Offers are declared unconditional on 28 April, 2003.

3. Pursuant to the Takeovers Code, payment will be made as soon as possible but in any event within 10 days of the later of the date on which the Offers become, or are declared unconditional and the date of receipt by the Registrar or the company secretary of the Company (as the case may be) of the valid requisite documents from the accepting Independent Shareholders or the Optionholders (as the case may be).

4. Pursuant to the Takeovers Code where the Offers are declared unconditional, the Offers will remain open for acceptance for not less than 14 days thereafter.

5. Pursuant to the Takeovers Code, the Offers shall not be kept open after the expiry of 60 days from the date of the posting of the Composite Document unless the Offers have previously become unconditional.

All time references referred to Hong Kong time.

STATEMENT OF PRO FORMA UNAUDITED ADJUSTED CONSOLIDATED NET TANGIBLE ASSETS

The Composite Document also contains a statement of pro forma unaudited adjusted consolidated net tangible assets of the Group, which is based on the audited consolidated net tangible assets of the Group as at 31 March, 2002 and adjusted as follows:

HK$'000 HK$'000

Audited consolidated net tangible assets of the Group

as at 31 March, 2002 139,681

Add: Unaudited consolidated profit of the Group

for the six months ended 30 September, 2002 2,436

—————

Unaudited consolidated net tangible assets of the Group

as at 30 September, 2002 142,117

Add: Surplus arising from the revaluation of the Group's 638

property interests (Notes 1, 2 and 3)

• valuation as at 28 February, 2003 145,900

• net book value as at 30 September, 2002 (145,262)

—————

Pro forma unaudited adjusted consolidated

net tangible assets of the Group 142,755

Pro forma unaudited adjusted consolidated net tangible assets

per Share (based on 1,095,884,000 Shares in issue

on 3 April, 2003, being the latest practicable date

prior to the printing of the Composite Document) HK$0.1303

Notes:

1. The Company has appointed Vigers Hong Kong Limited, an independent firm of professional valuer, to carry out a valuation of the Group's property interests as at 28 February, 2003, a summary of which is set out in Appendix II to the Composite Document.

2. As it is the intention of the Directors to hold the Group's property interests, which are the subject of the valuation by Vigers Hong Kong Limited set out in Appendix II to the Composite Document, for long term purpose, no tax liability will crystalise for the Group on any disposal of any of such property interests of the Group at the amount of the valuation.

3. The net book value of the Group's property interests as at 28 February, 2003 would be further decreased from then as of 30 September, 2002 as a result of depreciation for leasehold properties. The surplus arising from the revaluation of the properties would be incorporated in the Group's coming financial statements according to the Group's accounting policy.

By Order of the Board of WORLD POSSESSION ASSETS LIMITED Ma Shuk Kam Director	By Order of the Board of UNITED POWER INVESTMENT LIMITED Liu Yu Mo Director

Hong Kong, 4 April, 2003

The directors of World Possession jointly and severally accept full responsibility for the accuracy of the information contained in this announcement (other than that in relation to the Group) and confirm, having made all reasonable enquiries, that to the best of their knowledge, their 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 of their statements in this announcement misleading.

The directors of the Company jointly and severally accept full responsibility for the accuracy of the information contained in this announcement (other than that in relation to Mr. Yeung, Ms. Yeung and World Possession) and confirm, having made all reasonable enquiries, that to the best of their knowledge, their 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 of their statements in this announcement misleading.

Please also refer to the published version of this announcement in the Standard.