09:47     YANION INT'L<00082> - Announcement & Resumption (2)                 

    rolled medium steel plates, steel slabs and other                         
    related products in the PRC with a current annual                         
    production capability of approximately 1,000,000                          
    tonnes.                                                                   
                                                                              
    The proposed Placing                                                      
    The Company has appointed Kim Eng Securities as the                       
    placing agent for the proposed Placing. It is expected                    
    that before completion of the Acquisition, the                            
    Company and Kim Eng Securities will enter into the                        
    Placing Agreement pursuant to which Kim Eng                               
    Securities, as the placing agent, will place, on a                        
    best efforts basis, certain number of Placing Shares                      
    to placees which will be Independent Third Parties                        
    to raise gross proceeds of approximately                                  
    HK$780,000,000 (subject to the then market                                
    conditions). The expected net proceeds from the                           
    Placing, after deducting all relevant fees and                            
    expenses, will be applied as to HK$50,000,000 to                          
    satisfy the cash consideration for the Sale Shares,                       
    approximately HK$600,000,000 for paying up the                            
    registered capital of Yingkou Steel JV on the part                        
    of Guohua International (which in turn will be used                       
    by Yingkou Steel JV as to approximately                                   
    HK$585,000,000 to pay up its committed portion of the                     
    Capital Increase and as to approximately                                  
    HK$15,000,000 for its high density steel                                  
    manufacturing business), and the remaining balance                        
    as general working capital of the Group. As the                           
    Placing Agreement has not been entered into, the                          
    Placing may not proceed, in which event, the                              
    Acquisition will lapse. Investors should note that                        
    as the issue price of the Placing Shares has not yet                      
    been determined, the amount of the gross proceeds to                      
    be raised under the Placing may be more or less than                      
    HK$780,000,000.                                                           
                                                                              
    At present, the Company intends to raise not less than                    
    HK$780,000,000 from the Placing. In the event that                        
    the indication of the level of interests in the                           
    Placing is less than HK780,000,000, the Company may                       
    or may not proceed with the Placing and the                               
    Acquisition depending on the exact level of interests                     
    in the Placing. If the indication of the level of                         
    interests in the Placing is less than HK$780,000,000                      
    and the Company decides to proceed with the Placing                       
    and the Acquisition, the amount to be applied towards                     
    the general working capital of the Group will be                          
    adjusted thereto. If the indication of the level of                       
    interests in the Placing is less than HK$780,000,000                      
    and the Company decides not to proceed with the                           
    Placing and the Acquisition, a further announcement                       
    will be issued as and when appropriate.                                   
                                                                              
    Implementation of the Acquisition and the Placing                         
    Immediately upon completion of the Capital Injection,                     
    the Acquisition, the Placing and the Capital                              
    Increase:                                                                 
                                                                              
    *       The Company will own approximately 77.4% interests                
    in Yingkou Steel JV which in turn will hold                               
    approximately 52.6% interests in the Steel Plant.                         
                                                                              
    *       The Group, through Yingkou Steel JV and the Steel                 
    Plant, will be principally engaged in the                                 
    manufacturing and sale of hot rolled medium steel                         
    plates and slabs in the PRC. Details of Yingkou Steel                     
    JV and the Steel Plant are set out in the section headed                  
    "Information on Guohua International, Yingkou Steel                       
    JV and the Steel Plant" below.                                            
                                                                              
    *       The Vendors will own approximately 22.7% interests                
    of the Company, the Directors will own