09:48     YANION INT'L<00082> - Announcement & Resumption (4)                 

    intended acquisitions or realisations which are                           
    discloseable under Rule 13.23 of the Listing Rules.                       
    Save for the above negotiations, the Board is not                         
    aware of any reasons for such increase nor any other                      
    matter discloseable under the general obligation                          
    imposed by Rule 13.09 of the Listing Rules, which is                      
    or may be of a price-sensitive nature.                                    
                                                                              
    At the request of the Company, trading in Shares on                       
    the Stock Exchange was suspended from 2:30 p.m. on                        
    7 February 2005 pending the release of this                               
    announcement. An 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 8 March 2005.                                           
                                                                              
    Shareholders and potential investors should note that                     
    the Acquisition and the Placing, which are subject                        
    to a number of conditions, may or may not be completed.                   
    Shareholders and potential investors are reminded to                      
    exercise caution when dealing in the Shares.                              
                                                                              
    THE SALE AND PURCHASE AGREEMENT                                           
    Date    :       7 February 2005                                           
                                                                              
    Purchaser       :       The Company                                       
                                                                              
    Vendors :       Mr. Chen Nien Chong and Mr. Tran Dinh                     
                                                                              
    To the best of the knowledge, information and belief                      
    of the Directors and having made all reasonable                           
    enquiries, the Vendors are Independent Third Parties.                     
                                                                              
    Asset to be acquired    :       The Sale Shares, being the                
    10 shares of US$1 each in the share capital of Guohua                     
    International beneficially owned by the Vendors,                          
    representing the entire issued share capital of                           
    Guohua International.                                                     
                                                                              
    Consideration   :       The consideration shall be                        
    satisfied upon completion partly in cash                                  
    (HK$50,000,000) and partly by the allotment and issue                     
    of such number of Consideration Shares which will                         
    represent 22.7% of the Enlarged Share Capital as a                        
    result of the issue of the Consideration Shares and                       
    the Placing.                                                              
                                                                              
    At the time of entering into the Sale and Purchase                        
    Agreement, the Company has not agreed with the placing                    
    agent on any detailed terms (including the number of                      
    Placing Shares and the price per Share) of the                            
    proposed Placing. It is currently expected that                           
    600,000,000 Consideration Shares will be allotted and                     
    issued to the Vendors. In the event that the                              
    600,000,000 Consideration Shares represent less than                      
    or account for more than 22.7% of the Enlarged Share                      
    Capital as a result of the issue of the Consideration                     
    Shares and the Placing Shares, the number of                              
    Consideration Shares to be allotted and issued to the                     
    Vendors should be adjusted accordingly so that the                        
    actual number of Consideration Shares, in aggregate,                      
    shall represent 22.7% of the Enlarged Share Capital                       
    as a result of the issue of the Consideration Shares                      
    and the Placing Shares.                                                   
                                                                              
    For illustrative purpose only, based on the closing                       
    price of the Shares of HK$0.52 per Share on the Last                      
    Full Trading Day, the 600,000,000 Consideration                           
    Shares will be valued at HK$312,000,000 and the total                     
    consideration for the Acquisition will be                                 
    HK$362,000,000.