09:17 CHINA METAL<00319> - Announcement (1) This announcement is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities. The Stock Exchange of Hong Kong Limited (the "Stock Exchange") and Hong Kong Securities Clearing Company Limited ("HKSCC") take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement. In connection with the Share Offer, GC Capital (Asia) Limited ("GCC") may over-allot or effect any other transactions with a view to stabilising or maintaining the market price of the Shares at a level higher than that which might otherwise prevail on the market for a limited period after the last day for lodging of application under the Public Offer. Any market purchases of Shares will be effected in compliance with all applicable laws and regulatory requirements, including the Securities and Futures (Price Stabilizing) Rules made under the Securities and Futures Ordinance (Cap. 571 of the laws of Hong Kong). However, there is no obligation on GCC to conduct any such stabilising activity, which if commenced, will be done at the absolute discretion of GCC. Any such stabilizing activity is required to be brought to an end after a limited period. Such stabilization may be effected in all jurisdictions where it is permissible to do so, in each case in compliance with all applicable laws and regulatory requirements and, if commenced, may be discontinued at any time. The number of Shares being offered in the Share Offer may be increased by up to an aggregate of 37,500,000 additional Shares through the exercise of the Over-allotment Option granted to GCC by the Company exercisable by GCC solely to cover over-allocations in the Placing (if any). The Over-allotment Option is exercisable up to 30 days after the date of the Prospectus. Unless otherwise defined herein, terms in this announcement shall have the same meanings as those defined in the prospectus of the Company dated 20th December, 2004 (the "Prospectus"). China Metal International Holdings Inc. (Incorporated in the Cayman Islands with limited liability) Stock code : 319 EXERCISE OF THE OVER-ALLOTMENT OPTION The Company announces that the Over-allotment Option was exercised in full by GCC on behalf of the Placing Underwriters on 17th January, 2005 in respect of 37,500,000 additional Shares at the Offer Price to cover over-allocations in the Placing. The Company announces that the Over-allotment Option was exercised in full by GCC on behalf of the Placing Underwriters on 17th January, 2005 in respect of 37,500,000 additional Shares (representing approximately 15% of the Shares initially offered under the Share Offer) (the "Over-allotment Shares") at HK$1.42 per Share (exclusive of brokerage fee, Stock Exchange trading fee, SFC transaction levy and investor compensation levy), being the Offer Price per Share under the Share Offer, to cover over-allocations of Shares in the Placing. The Over-allotment Shares are expected to commence dealing on the Stock Exchange on 19th January, 2005. The shareholding structure of the Company immediately following completion of the Share Offer (with no exercise of the Over-allotment Option) and immediately following completion of the Share Offer (with exercise of the Over-allotment Option in full) is as follows: Immediately following Immediately following completion of the Share Offer completion of the Share Offer (with no exercise of the (with exercise of the Over-allotment Option) Over-allotment Option in full) Approximate % Approximate % Number of of issued Number of of issued Shareholders Shares share capital Shares share capital UEA 432,394,034 43.2394 432,394,034 41.6765 Vald Birns 84,785,922 8.4786 84,785,922 8.1722 Mei Ta 51,628,025 5.1628 51,628,025 4.9762 Yanmar Singapore 43,494,286 4.3494