09:31 NORTHERN INT'L<00736> - Ann. & Resumption of Trading (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. NORTHERN INTERNATIONAL HOLDINGS LIMITED (Incorporated in Bermuda with limited liability) (Stock Code : 736) PROPOSED OPEN OFFER OF NEW SHARES ON THE BASIS OF ONE OFFER SHARE FOR EVERY SHARE HELD ON RECORD DATE AND RESUMPTION OF TRADING Financial adviser to the Company KINGSTON SECURITIES LIMITED Underwriter KINGSTON SECURITIES LIMITED PROPOSED OPEN OFFER The Company proposes to raise approximately not less than HK$97.3 million and not more than HK$97.7 million before expenses, by issuing not less than 4,869,957,705 and not more than 4,889,257,705 Offer Shares at a price of HK$0.020 per Offer Share by way of the Open Offer, payable in full on application, on the basis of one Offer Share for every Share held on the Record Date. The Open Offer will not be available to the Excluded Shareholders. To qualify for the Open Offer, all transfers of Shares must be lodged for registration with the Secretaries Limited by 4:00 p.m. on Thursday, 3 March 2005. Win Channel has undertaken to take up all its entitlement under the Open Offer (being 1,300,000,000 Offer Shares). The estimated net proceeds from the Open Offer will be approximately not less than HK$94.0 million and will be used for possible investment, including but not limited to investment in gaming and entertainment business in Macau or elsewhere. However, as at the date of this announcement, the Directors have not yet started seeking for any specific items of the above possible investment. The net proceeds from the Open Offer will be retained as general working capital of the Group before any of the above investment is identified. The Open Offer is conditional. In particular, it is subject to the Underwriter not terminating the Underwriting Agreement (see "Termination of the Underwriting Agreement" below). Accordingly, the Open Offer may or may not proceed. A circular containing, among other things, details of the Open Offer, the recommendations of the independent board committee in relation to the Open Offer and a letter of advice from the independent financial adviser to the independent board committee and the Independent Shareholders in relation to the Open Offer and a notice convening the SGM, will be despatched to the Shareholders as soon as possible. SUSPENSION AND RESUMPTION OF TRADING At the request of the Company, trading in Shares on the Stock Exchange has been suspended from 9:30 a.m. on Friday, 21 January 2005 pending the release of this announcement. Application has been made by the Company to the Stock Exchange for resumption of trading in Shares on the Stock Exchange with effect from 9:30 a.m. on Monday, 31 January 2005. PROPOSED OPEN OFFER Issue statistics: Basis of the Open Offer : One Offer Share for every Share held on the Record Date Number of Shares in issue as at the date of this announcement : 4,869,957,705 Shares Number of Shares upon the exercise of the Options in full 4,889,257,705 Shares Number of Offer Shares : Not less than 4,869,957,705 and not more than 4,889,257,705 Offer Shares