09:34     NORTHERN INT'L<00736> - Ann. & Resumption of Trading (8)            

    Under the Listing Rules, any controlling shareholders and                 
    their associates or, where there are no controlling                       
    shareholders, Directors (excluding independent                            
    non-executive directors of the Company), the chief executive              
    of the Company and their respective associates shall abstain              
    from voting in favour of the resolution relating to the Open              
    Offer. Therefore, Mr. Chong Sing Yuen, Mr. Wong Siu Keung                 
    Joe and Mr. Chu Kiu Fat, being the executive Directors, and               
    their respective associates (including the spouse of Mr.                  
    Chong Sing Yuen who holds interests in 2,350,000 Shares as                
    at the date of this announcement) will abstain from voting                
    in favour of the resolution relating to the Open Offer                    
    pursuant to the Listing Rules.                                            
                                                                              
    An independent board committee will be established to make                
    recommendations to the Independent Shareholders in relation               
    to the Open Offer and an independent financial adviser will               
    be appointed to advise the independent board committee and                
    the Independent Shareholders in relation to the Open Offer.               
                                                                              
    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 advise 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 in accordance with the Listing Rules.                 
                                                                              
    ADJUSTMENT TO THE OPTIONS                                                 
    Under the terms of the share option scheme of the Company                 
    pursuant to which the Options were granted, adjustment to                 
    the exercise price or number of the options granted is                    
    required upon the completion of the Open Offer. Such                      
    adjustment(s) will be set out in the Company's announcement               
    of results of acceptance of the Open Offer.                               
                                                                              
    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.                    
                                                                              
    DEFINITIONS                                                               
    "Application Form(s)"   the application form(s) for use by                
    the Qualifying Holders to apply for the Offer Shares                      
                                                                              
    "associates"   has the meaning ascribed thereto in the                    
    Listing Rules                                                             
                                                                              
    "Board"   the board of Directors                                          
                                                                              
    "Company"   Northern International Holdings Limited, a                    
    company incorporated in Bermuda with limited liability, the               
    issued Shares of which are listed on the main board of the                
    Stock Exchange                                                            
                                                                              
    "Director(s)"   the director(s) of the Company, including                 
    the independent non-executive directors of the Company                    
                                                                              
    "Excluded Shareholders"   the Shareholders who are excluded               
    from the Open Offer as mentioned in the section headed "Rights            
    of Excluded Shareholders" in this announcement                            
                                                                              
    "Group"   the Company and its subsidiaries                                
                                                                              
    "Hong Kong"   the Hong Kong Special Administrative Region                 
    of the PRC                                                                
                                                                              
    "Independent Shareholders"   Shareholders not being                       
    Directors (other than independent non-executive directors                 
    of the Company), chief executive of the Company and their                 
    respective associates                                                     
                                                                              
    "Listing Rules"   the Rules Governing the Listing of                      
    Securities on the Stock Exchange                                          
                                                                              
    "Offer Shares"   Not less than 4,869,957,705 new Shares and               
    not more than 4,889,257,705 new Shares to be issued under                 
    the Open Offer                                                            
                                                                              
    "Open Offer"   the proposed issue of the Offer Shares by way              
    of open offer to the Qualifying Holders on the terms to be                
    set out in the Prospectus Documents and summarised herein