09:46     YANION INT'L<00082> - Announcement & Resumption (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.                                                     
                                                                              
    This announcement is for information purposes only                        
    and does not constitute an invitation or offer to                         
    acquire, purchase or subscribe for any securities.                        
                                                                              
    YANION INTERNATIONAL HOLDINGS LIMITED                                     
    *                                                                         
    (incorporated in Bermuda with limited liability)                          
    (Stock code: 82)                                                          
                                                                              
    (1) POSSIBLE VERY SUBSTANTIAL ACQUISITION INVOLVING                       
    CONDITIONAL ACQUISITION OF THE ENTIRE ISSUED SHARE                        
    CAPITAL OF                                                                
    GUOHUA INTERNATIONAL INVESTMENT LIMITED AND                               
    (2) THE PROPOSED PLACING                                                  
                                                                              
    Financial adviser to the Company                                          
                                                                              
    KIM ENG CORPORATE FINANCE (HONG KONG) LIMITED                             
                                                                              
    The Board, following a decision to strengthen the                         
    earnings base and prospects of the Group, considered                      
    that it would be beneficial for the Group to engage                       
    in the steel plate business and hence, proposed to                        
    enter into the following two transactions. Completion                     
    of these two transactions is expected to take place                       
    simultaneously.                                                           
                                                                              
    The Acquisition                                                           
    On 7 February 2005, the Company entered into the Sale                     
    and Purchase Agreement pursuant to which the Company                      
    has conditionally agreed to purchase the Sale Shares,                     
    representing the entire issued share capital of                           
    Guohua International, from the Vendors. The                               
    consideration for the Acquisition shall be satisfied                      
    partly in cash (HK$50,000,000) and partly by the                          
    allotment and issue of such number of Consideration                       
    Shares which will represent approximately 22.7% of                        
    the Enlarged Share Capital. For illustrative purpose                      
    only, based on the closing price of the Shares of                         
    HK$0.52 per Share on the Last Full Trading Day and                        
    the expected number of Consideration Shares of                            
    600,000,000, the total consideration for the                              
    Acquisition is estimated to be HK$362,000,000.                            
                                                                              
    Guohua International is one of the investors in                           
    Yingkou Steel JV. Yingkou Steel JV is a sino-foreign                      
    equity joint venture established in the PRC by Guohua                     
    International and Yingkou Middle Plate Factory.                           
    Pursuant to the related joint venture contract,                           
    Guohua International has undertaken to contribute                         
    approximately 77.4% of the registered capital of                          
    Yingkou Steel JV in cash and Yingkou Middle Plate                         
    Factory has undertaken to contribute approximately                        
    22.6% of the registered capital of Yingkou Steel JV                       
    (by transferring to Yingkou Steel JV its                                  
    approximately 30.8% interests in the Steel Plant and                      
    its committed portion under the Capital Increase).                        
    Under the current structure, Yingkou Steel JV will                        
    own approximately 52.6% of the registered capital of                      
    the Steel Plant upon completion of the Capital                            
    Increase. Yingkou Steel JV is established to engage                       
    in the manufacturing and sale of high density                             
    specialised steel plates and related after-sale                           
    service whereas the Steel Plant is one of the leading                     
    manufacturers of hot