10:31 KINGBOARD CHEM<00148>E&E INT'L<00033>-J.Ann&Suspend<00033>-2 acceptances under the Hong Kong Share Offer, the Hong Kong Offeror and parties acting in concert with it are interested in 1,166,629,764 E&E Shares, representing approximately 95.26% of the entire issued share capital of E&E as at the date of this announcement. PRIVATIZATION OF E&E As disclosed in the Privatization Announcement, the Company and the Hong Kong Offeror have decided to privatize E&E and to effect the compulsory acquisition under the Companies Act of E&E Shares held by E&E Shareholders who have not accepted the Hong Kong Share Offer pursuant to Rule 6.15 of the Listing Rules. As the Hong Kong Offeror and parties acting in concert with it hold in aggregate more than 95% of the issued share capital of E&E, the Hong Kong Offeror has the right and will exercise such right to compulsorily acquire the E&E Shares held by shareholders who have not accepted the Hong Kong Share Offer, at the price of HK$1.90 per E&E Share, in accordance with and subject to section 103 of the Companies Act. SUSPENSION OF TRADING As disclosed in the Offer Announcement and the Offer Document, if the level of acceptances reach the prescribed level under the Companies Act and Rule 2.11 of the Takeovers Code permits a compulsory acquisition and the Hong Kong Offeror proceeds with the privatization of E&E, dealings in the securities of E&E will be suspended from the Closing Date up to the withdrawal of listing of E&E's securities from the Stock Exchange pursuant to Rule 6.15 of the Listing Rules. In this connection, E&E has applied for suspension of trading of E&E Shares with effect from 9:30 a.m. on 7 January 2005. Upon the acquisition of all the E&E Shares by the Hong Kong Offeror and parties acting in concert with it, E&E will apply to the Stock Exchange for withdrawal of its listing on the Stock Exchange. This announcement serves as the notice of the proposed withdrawal of the listing to all E&E Shareholders pursuant to Rule 6.15 of the Listing Rules. Reference is made to the announcement dated 12 October 2004 (the "Offer Announcement"), the offer document dated 1 November 2004 (the "Hong Kong Offer Document"), the announcement dated 25 November 2004 (the "Unconditional Announcement") and the announcement dated 9 December 2004 and the announcement dated 23 December 2004 (the "Privatization Announcement") issued by, among others, the Company and the Hong Kong Offeror in respect of, among other things, the Hong Kong Offers. Unless otherwise defined, terms defined in the Hong Kong Offer Document shall have the same meanings when used in this announcement. CLOSE OF THE HONG KONG OFFERS The Hong Kong Offers closed at 4:00 p.m. on 6 January 2005. ACCEPTANCE LEVEL OF THE HONG KONG OFFERS As stated in the Unconditional Announcement, the Hong Kong Offers had become unconditional in all respects on 25 November 2004. As at 4:00 p.m. on 6 January 2005, the Hong Kong Offeror had received valid acceptances in respect of 828,185,764 E&E Shares under the Hong Kong Share Offer, representing approximately 67.63% of the entire issued share capital of E&E. One valid