09:33     NORTHERN INT'L<00736> - Ann. & Resumption of Trading (6)            

    Immediately before completion of the Open Offer                           
                                                                              
    Immediately after completion of the Open Offer (assuming all              
    Qualifying Holders take up their respective entitlements                  
    under the Open Offer)                                                     
                                                                              
    Immediately after completion of the Open Offer (assuming no               
    Qualifying Holder takes up his/her/its entitlement under the              
    Open Offer except for Win Channel)                                        
       Shares   Per cent.   Shares   Per cent.   Shares   Per                 
    cent.                                                                     
       (approximately)   (approximately)   (approximately)                    
                                                                              
    Win Channel (Note 1)   1,300,000,000   26.59                              
    2,600,000,000   26.59   2,600,000,000   26.59                             
    Mr. Chong Sing Yuen (Notes 2&5)   31,581,047   0.65                       
    63,162,094   0.65   31,581,047   0.32                                     
    Mr. Wong Siu Keung Joe (Notes 2&3)   25,000,000   0.51                    
    50,000,000   0.51   25,000,000   0.26                                     
    Mr. Chu Kiu Fat (Note 2)   40,000   0.00   80,000   0.00                  
    40,000   0.00                                                             
    Holders of the Options (other than Mr. Wong Siu Keung Joe                 
    (Note 3)   2,300,000   0.04   4,600,000   0.04   2,300,000                
    0.02                                                                      
                                                                              
    Public:                                                                   
    Underwriter (Note 4)   -   -   -   -   3,589,257,705   36.71              
    Other public Shareholders   3,530,336,658   72.21                         
    7,060,673,316   72.21   3,530,336,658   36.10                             
                                                                              
    Total   4,889,257,705   100.00   9,778,515,410   100.00                   
    9,778,515,410   100.00                                                    
                                                                              
    Notes:                                                                    
    1.   Win Channel is a company incorporated in the British                 
    Virgin Islands and beneficially wholly owned by Mr. Chim Pui              
    Chung. Save for the holding of the 1,300,000,000 Shares and               
    being a substantial shareholder of the Company, each of Win               
    Channel, Mr. Chim Pui Chung and their respective associates               
    is independent of and not connected with the Company or any               
    connected person (as defined in the Listing Rules) of the                 
    Company. According to Win Channel and Mr. Chim Pui Chung,                 
    none of them has been a controlling shareholder (as defined               
    in the Listing Rules) of the Company or an associate of any               
    controlling shareholder (as defined in the Listing Rules)                 
    of the Company or other connected persons (as defined in the              
    Listing Rules) of the Company.                                            
                                                                              
    2.   An executive Director.                                               
                                                                              
    3.   As at the date of this announcement, the Company has                 
    outstanding options for the holders of Options to subscribe               
    for a total of 19,300,000 Shares at the exercise price of                 
    HK$0.01 per Share. Mr. Wong Siu Keung, Joe, being an executive            
    Director, has options to subscribe for 17,000,000 Shares and              
    the remaining options are held by certain employees of the                
    Group.                                                                    
                                                                              
    4.   According to the Underwriter, as at the date of this                 
    announcement, the Underwriter has entered into a                          
    sub-underwriting agreement with independent                               
    sub-underwriter, to sub-underwrite 670,000,000                            
    Underwritten Shares, representing about 6.85% of enlarged                 
    issued share capital of the Company immediately upon the                  
    completion of the Open Offer (assuming all the Options will               
    have been exercised before the Record Date). Therefore the                
    Underwriter will at no time hold 30% or more interests in                 
    the Company upon the completion of the Open Offer. It is the              
    intention of the Underwriter to place down any the Offer                  
    Shares to be taken up by it under the Open Offer.                         
                                                                              
    5.   As at the date of this announcement, Mr. Chong Sing Yuen             
    has beneficial interests in 29,231,047 Shares and his spouse              
    has interests in 2,350,000 Shares.                                        
                                                                              
    Reasons for the Open Offer and use of proceeds:                           
    The Group is principally engaged in the business of                       
    manufacture and sale of snap off blade cutters and electronic             
    consumer products, including toys and home appliances, as                 
    well as property investment in Hong Kong and the PRC.