09:28 SKYNET(INTL GP)<00577> & PAUL Y-ITC<00498> - J. Ann. (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 (to be renamed as "Paul Y. Engineering Group Limited" "*") (incorporated in Bermuda with limited liability) (Stock Code: 577) (1) RESULTS OF OPEN OFFER (2) COMPLETION OF RESTRUCTURING PROPOSAL (3) APPOINTMENT AND RESIGNATION OF DIRECTORS (4) CHANGE OF COMPANY SECRETARY AND AGENTS FOR THE SERVICE OF PROCESS (5) CHANGE OF PRINCIPAL PLACE OF BUSINESS PAUL Y. - ITC CONSTRUCTION HOLDINGS LIMITED (incorporated in Bermuda with limited liability) (Stock Code: 498) RESIGNATION OF DIRECTORS AND CHANGE OF COMPANY SECRETARY Results of Open Offer of Paul Y. Engineering: At 4:00 p.m. on Thursday, 13th January, 2005, being the latest time for application and payment for the Offer Shares, an aggregate of 12 valid applications were received for the exact amount of the applicants' provisional allotments on an assured basis, for an aggregate of 6,844,678 Offer Shares. On the basis of an aggregate of 6,844,678 Offer Shares being applied for, approximately 15.2% of the total number of 45,070,995 Offer Shares offered under the Open Offer were applied for by Shareholders. The Open Offer, which was underwritten by Paul Y, became unconditional at 4:00 p.m. on Monday, 17th January, 2005. Based on the above subscription results, the Open Offer was under-subscribed by 38,226,317 Offer Shares and Paul Y has subscribed for such 38,226,317 Offer Shares in accordance with the terms of the Underwriting Agreement. Completion of Restructuring Proposal of Paul Y. Engineering: Completion of the Restructuring Proposal has taken place on 17th January, 2005. Appointment and resignation of directors of Paul Y. Engineering: With immediate effect after completion of the Restructuring Proposal on 17th January, 2005, the following have been appointed as directors of Paul Y. Engineering: Mr. Ronald James Blake : Chairman, Independent Non-Executive Director and Chairman of the Audit Committee Mr. Lau Ko Yuen, Tom : Deputy Chairman and Non-Executive Director Mr. Wong Wing Hoo, Billy : Managing Director and Executive Director Mr. Lee Hon Chiu : Executive Director Mr. Lee Chack Fan : Independent Non-Executive Director and member of the Audit Committee Mr. Iain Ferguson Bruce : Independent Non-Executive Director and member of the Audit Committee With immediate effect after completion of the Restructuring Proposal, Messrs. Choi Wing Kin, Wu Wing Kin and To Chi resigned as executive directors of Paul Y. Engineering, and Mr. Lo Chi Ho, William resigned as a non-executive director of Paul Y. Engineering. Messrs. Cheung Hon Kit and Ng Wai Hung resigned as independent non-executive directors of Paul Y. Engineering and ceased to be members of the Audit Committee of Paul Y. Engineering. Change of company secretary and agents for the service of process of Paul Y. Engineering: With effect from 17th January, 2005, Mr. To Chi resigned and Ms. Mui Ching Hung, Joanna has been appointed as the Company Secretary of Paul Y. Engineering. With effect from 17th January, 2005, Mr. Wong Wing Hoo, Billy and Mr. Lee Hon Chiu have been appointed as the agents for the service of process in Hong Kong of Paul Y. Engineering.