YNBY International Limited — M&A Activity 2000

Mar 7, 2000

Listed Company Information

SWIRE PACIFIC<0019> & <0087> - Announcement 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. Swire Pacific Limited (Incorporated in Hong Kong with limited liability) Connected Transaction Swire Pacific entered into a Sale and Purchase Agreement on 6th March, 2000 for the sale of the entire issued share capital of Swire Loxley to Sparkle Light, a wholly owned subsidiary of CITIC Pacific, for a consideration of HK$86,000,000 (subject to adjustment in accordance with the Agreement). Since CITIC Pacific is a substantial shareholder of Festival Walk Holdings, which is a subsidiary of Swire Pacific, the Agreement is a connected transaction under Rule 14.25(1) of the Listing Rules. Date of the Agreement 6th March, 2000 Parties Seller: Swire Pacific Limited ("Swire Pacific") Purchaser: Sparkle Light Enterprises Inc. ("Sparkle Light"), a wholly owned subsidiary of CITIC Pacific Limited ("CITIC Pacific") Purchaser Guarantor: Dah Chong Hong Holdings Limited, a wholly owned subsidiary of CITIC Pacific Interest realised The entire issued share capital of Swire Loxley Limited ("Swire Loxley") which carries on the business of distributing pharmaceutical products and medical equipment in Hong Kong, Macau and Mainland China. Consideration HK$86,000,000 (subject to adjustment in accordance with the audited net asset value of Swire Loxley). The consideration was arrived at after arm's length negotiation based on normal commercial terms and was paid in cash upon signing of the Agreement. The Directors of Swire Pacific, including the independent non-executive Directors, consider that the consideration and the terms of the Agreement are fair and reasonable and are in the best interests of the shareholders of Swire Pacific and of the Company. The proceeds from this transaction will be used by Swire Pacific as part of its working capital. Completion On signing of the Agreement. Connection between the parties CITIC Pacific is a substantial shareholder of Festival Walk Holdings Limited, which is a non-wholly owned subsidiary of Swire Pacific. Information for shareholders This transaction will be referred to in the 1999 annual report of Swire Pacific pursuant to Rule 14.25(1)(A) to (D) of the Listing Rules. By order of the Board P A Moore Secretary Hong Kong, 6th March 2000