09:23 HKR INT'L<00480> - Announcement (1) 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. HKR INTERNATIONAL LIMITED (Incorporated in the Cayman Islands with limited liability) Announcement Proposed Separate Listing of Hanison Holdings Limited on the Main Board of The Stock Exchange of Hong Kong Limited Deloitte & Touche Corporate Finance Ltd Financial adviser to HKR International Limited The Board announces that, on 24th September, 2001, an application has been submitted to the Stock Exchange, on behalf of Hanison, for a listing of Hanison on the Main Board of the Stock Exchange. The Hanison Group is principally engaged in construction and construction-related businesses in Hong Kong. Deloitte & Touche Corporate Finance Limited and Dao Heng Securities Ltd. have been retained to act as Hanison's joint sponsors. The proposed Listing constitutes a `spin-off' of Hanison by the Company for the purposes of Practice Note 15 of the Listing Rules and is accordingly subject to the approval of the Listing Committee of the Stock Exchange. A listing document containing, inter alia, information about Hanison and details of the Listing will be prepared and despatched to the shareholders of the Company as soon as practicable. The Listing would proceed by way of an introduction of the shares in the capital of Hanison on the Stock Exchange, which would follow a distribution in specie of such shares to the Shareholders of the Company. It is currently expected that the Listing would take place in December 2001. There can be no assurance that approval for the listing of and permission to deal in shares in Hanison on the Stock Exchange will be granted by the Listing Committee of the Stock Exchange, therefore the spin-off and the listing of Hanison may or may not proceed. Shareholders and investors of the Company should exercise extreme caution when dealing in shares in the Company. INTRODUCTION This announcement is made pursuant to the requirement of paragraph 2 of the Listing Agreement. The board of directors (the `Board') of HKR International Limited (the `Company') announces that, on 24th September, 2001, an application has been submitted to The Stock Exchange of Hong Kong Limited (the `Stock Exchange'), on behalf of Hanison Holdings Limited (`Hanison'), for the listing of Hanison on the Main Board of the Stock Exchange, such listing to be effected by means of an introduction (`Listing'). Deloitte & Touche Corporate Finance Limited and Dao Heng Securities Ltd. have been retained to act as Hanison's joint sponsors. It is currently expected that the Listing would take place in December 2001. BACKGROUND Hanison is a company incorporated in the Cayman Islands on 21st September, 2001 with limited liability. The group of companies that will, on completion of a pre-Listing reorganisation, comprise the subsidiaries of Hanison (the `Hanison Group') is engaged in construction and construction-related businesses in Hong Kong, comprising principally building construction projects, design-and-build projects, interior and renovation works and the supply and installation of building materials. Hanison's objective is to become a leading construction company, offering comprehensive and wide ranging construction and construction-related services to its customers. Before completion of the Distribution, referred to below, Hanison will remain an indirect wholly-owned subsidiary of the Company. SPIN-OFF REQUIREMENTS In order for Hanison to achieve a separate listing on the Stock Exchange, both Hanison and the Company are required to fulfil the spin-off requirements set out in Practice Note 15 (`Practice Note 15') to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the `Listing Rules'), including but not limited to, the requirement that the remaining businesses of the Company and its subsidiaries, after the separate listing of Hanison, must satisfy independently the basic listing requirements under Chapter 8 of the Listing Rules. BENEFITS OF THE PROPOSED SPIN-OFF Both the Board and the directors of Hanison are of the view that the proposed listing of Hanison will produce clear commercial benefits to both the Company and Hanison in that (i) both the Company and its shareholders can `realise' value in Hanison in the form of a liquid security; (ii) the Listing will increase the operational and