09:48     MACROLINK INT'L<00472>-Announcement&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.                                
                                                                              
    MACRO-LINK INTERNATIONAL HOLDINGS LIMITED                                 
    (incorporated in Bermuda with limited liability)                          
    (Stock Code: 0472)                                                        
                                                                              
    MAJOR AND CONNECTED TRANSACTIONS                                          
    RELATING TO THE PROPOSED ACQUISITION OF                                   
    70% EQUITY INTEREST IN                                                    
    YUNNAN SHANGELI-LA WINERY CO., LTD.                                       
    AND                                                                       
    25% EQUITY INTEREST IN                                                    
    SHANGELI-LA (QINHUANGDAO) WINERY LTD.                                     
                                                                              
    CHANGE OF FINANCIAL YEAR-END DATE                                         
                                                                              
    RESUMPTION OF TRADING                                                     
                                                                              
    The First Acquisition                                                     
    On 23rd February 2005, the Company and the Beijing Vendor                 
    entered into the First Sale and Purchase Agreement, pursuant              
    to which the Company agreed to acquire from the Beijing Vendor,           
    the First Target Equity Interest, being a 70% equity interest             
    in the First Target Company for a consideration of                        
    HK$65,000,000 to be satisfied by cash as to HK$58,500,000 (90%            
    of the total consideration) at the First Completion and                   
    HK$6,500,000 (10% of the total consideration) on or before                
    23rd February 2006, being the first anniversary of the date               
    of the First Sale and Purchase Agreement.                                 
                                                                              
    As at the date of this announcement, the Beijing Vendor is                
    owned (i) as to 90% by Macro-Link Holdings which is a company             
    in which Fu Kwan, a Director, has 41% interest and (ii) as                
    to 10% by Hai Da Company. Pursuant to the Listing Rules, the              
    Beijing Vendor is an associate of Fu Kwan and accordingly,                
    the First Acquisition constitutes a connected transaction of              
    the Company.                                                              
                                                                              
    The Second Acquisition                                                    
    On 23rd February 2005, the Company and the Malaysia Vendor                
    entered into the Second Sale and Purchase Agreement, pursuant             
    to which the Company agreed to acquire from the Malaysia                  
    Vendor, the Second Target Equity Interest, being a 25% equity             
    interest in the Second Target Company for a consideration of              
    HK$4,407,645 to be satisfied in cash as to HK$3,966,880.50                
    (90% of the total consideration) at the Second Completion and             
    HK$440,764.50 (10% of the total consideration) on or before               
    23rd February 2006, being the first anniversary of the Second             
    Sale and Purchase Agreement.                                              
                                                                              
    As at the date of this announcement, the Malaysia Vendor,                 
    through its wholly-owned subsidiary, Macro-Link                           
    International, is interested in approximately 74.99% of the               
    entire issued share capital in the Company. Under the Listing             
    Rules, the transaction contemplated under the Second Sale and             
    Purchase Agreement constitutes a connected transaction of the             
    Company.                                                                  
                                                                              
    Based on the calculation of the "five-tests" set out in Rule              
    14.07 of the Listing Rules, the percentage ratio of each of               
    the total assets test, the gross profit test and the revenue              
    test in respect of the Acquisitions calculated together,                  
    exceeds 25% but is less than 100%. Therefore, the entering                
    into of the Agreements constitutes major and connected                    
    transactions of the Company under Rule 14.06(3) of the Listing            
    Rules and is subject to the approval of the Independent                   
    Shareholders on which voting is taken by poll. An Independent             
    Board Committee will be established to consider the                       
    Acquisitions and to advise the Independent Shareholders. An               
    independent financial adviser will be appointed to advise the             
    Independent Board Committee and the Independent Shareholders              
    regarding the Acquisitions.