10:19 <00577><00498><00372> - Joint 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. SKYNET (INTERNATIONAL GROUP) HOLDINGS LIMITED (incorporated in Bermuda with limited liability) (Stock Code: 577) PAUL Y. - ITC CONSTRUCTION HOLDINGS LIMITED (incorporated in Bermuda with limited liability) (Stock Code: 498) ITC CORPORATION LIMITED (incorporated in Bermuda with limited liability) (Stock Code: 372) DESPATCH OF CIRCULARS, CONTINUING CONNECTED TRANSACTIONS AND CHANGE OF NAME OF SKYNET (INTERNATIONAL GROUP) HOLDINGS LIMITED The Skynet Circular containing, among other things, details of the Restructuring Proposal, the application for Whitewash Waiver, Continuing Connected Transactions, change of board lot size, Change of Name, a notice convening the SGM, the letter of advice from Equitas together with all relevant financial information, has been despatched to the Shareholders on 30th November, 2004. The circulars of Paul Y and ITC in relation to, among other things, the disposal of Paul Y Construction, the provision of the Facility, the Underwriting Agreement, the Hidden Agreement (which together lead to an acquisition of an interest in Skynet) and the Paul Y Hidden Agreement, have been despatched to the respective shareholders of Paul Y and ITC on 30th November, 2004. As Paul Y will be the controlling shareholder of Skynet upon Completion, Paul Y will be regarded as a connected person of Skynet pursuant to the Listing Rules. Accordingly, transactions between the Enlarged Group and the Remaining Paul Y Group will constitute connected transactions or continuing connected transactions of Skynet under the Listing Rules upon Completion, details of which are set out below. The Board also proposes to change the name of Skynet to "Paul Y. Engineering Group Limited" and adopt a new Chinese name of "*" for identification purposes only upon the Restructuring Proposal becoming effective. The expected timetable for the SGM is set out below. Trading in the Shares on the Stock Exchange has been suspended at the request of Skynet with effect from 9:30 a.m. on 16th October, 2003. Resumption in trading of the shares of Skynet is subject to the fulfillment of certain conditions which are set out below. Further announcement will be made as to when trading of the shares of Skynet will be resumed. Reference is made to (i) the joint announcements made by Skynet, Paul Y and ITC dated 4th June, 2004, 25th June, 2004, 13th August, 2004, 3rd September, 2004, 9th September, 2004 and 20th October, 2004; (ii) the announcement made by Skynet dated 4th October, 2004; and (iii) the joint announcements made by Paul Y and ITC dated 24th September, 2004 and 7th October, 2004, in relation to, among other things, the Restructuring Proposal and the application for Whitewash Waiver. Capitalised terms used herein have the meanings ascribed thereto in the circular despatched to the Shareholders dated 30th November, 2004 ("Skynet Circular"). DESPATCH OF CIRCULARS The Board announces that the Skynet Circular containing, among other things, details of the Restructuring Proposal, the application for Whitewash Waiver, Continuing Connected Transactions, change of board lot size, Change of Name, a notice convening the SGM, the letter of advice from Equitas together with all relevant financial information, has been despatched to the Shareholders on 30th November, 2004.