09:47     YANION INT'L<00082> - Announcement & Resumption (3)                 

    approximately 0.4% and the remaining approximately                        
    76.9% will be owned by public Shareholders (including                     
    the placees). Details of the simplified shareholding                      
    structure of the Company are set out in the section                       
    headed "Changes in Corporate Structure" below.                            
                                                                              
    *       The Board is expected to be augmented through the                 
    nomination by the Vendors of up to two new Directors                      
    pursuant to the provisions of the Sale and Purchase                       
    Agreement.                                                                
                                                                              
    Implication of the Listing Rules                                          
    The Acquisition constitutes a very substantial                            
    acquisition for the Company under the Listing Rules                       
    and is required to be made conditional on                                 
    Shareholders' approval pursuant to Rule 14.33 of the                      
    Listing Rules. Presently, no Shareholder is required                      
    to abstain from voting in relation to the Acquisition.                    
    The proposed Placing is also subject to the                               
    Shareholders' approval under the Listing Rules. The                       
    Company will make an application to the Stock Exchange                    
    for the listing of, and permission to deal, in the                        
    Consideration Shares and the Placing Shares.                              
                                                                              
    Continuing Connected Transactions                                         
    Following the implementation of the Acquisition and                       
    the Capital Increase, the Steel Plant will become a                       
    non-wholly owned subsidiary of the Company. The Steel                     
    Plant has in prior years involved in the following                        
    transactions and, upon completion of the Acquisition                      
    and the Capital Increase, will continue to (i)                            
    purchase raw materials from the Minmetals Group and                       
    Yingkou Middle Plate Factory, (ii) sell products to                       
    the Minmetals Group, (iii) receive trade financing                        
    from the Minmetals Group, (iv) receive shareholders'                      
    loan from Yingkou Middle Plate Factory, and (v) lease                     
    certain land/property for its operation from Yingkou                      
    Middle Plate Factory. Since Yingkou Middle Plate                          
    Factory will be a substantial shareholders of Yingkou                     
    Steel JV and the Minmetals Group will be substantial                      
    shareholders of the Steel Plant upon completion of                        
    the Acquisition and the Capital Increase, such                            
    transactions would constitute Continuing Connected                        
    Transactions and will be subject to the approval of                       
    the Independent Shareholders at the SGM by way of a                       
    poll. As such, the Company intends to enter into the                      
    agreements governing the Continuing Connected                             
    Transactions shortly before the despatch of the                           
    circular relating to the Acquisition and a separate                       
    announcement containing further details of the                            
    Continuing Connected Transactions will be made as                         
    soon as practicable and before the despatch of the                        
    circular in relation to the Acquisition and the                           
    Placing.                                                                  
                                                                              
    General                                                                   
    A circular containing, among other things, further                        
    information in relation to the Acquisition, the                           
    Placing, the Continuing Connected Transactions, the                       
    pro forma financial information of Guohua                                 
    International group (including the accountants'                           
    reports on Guohua International, Yingkou Steel JV and                     
    the Steel Plant (if any)), the pro forma financial                        
    information of the enlarged Group and a notice of SGM                     
    will be despatched to the Shareholders as soon as                         
    practicable.                                                              
                                                                              
    The Board noted the increase in the trading price of                      
    the Shares on 7 February 2005. The Board confirms that                    
    save for the negotiations relating to the Acquisition                     
    and the proposed Placing, there are no other                              
    negotiations or agreements relating to