09:48     YANION INT'L<00082> - Announcement & Resumption (6)                 

    (i)     (where required) the Bermuda Monetary Authority                   
    granting its permission to the allotment and issue                        
    of the Consideration Shares and all Placing Shares;                       
                                                                              
    (j)     updated (such date shall fall on a day which is                   
    within three business days prior to the date of                           
    completion of the Acquisition) certificate of good                        
    standing in respect of Guohua International showing                       
    it is in good standing and a certificate of incumbency                    
    from the registered agent of Guohua International                         
    showing its directors, secretary (if any) and                             
    shareholders (together with their respective                              
    shareholdings therein) having been received by the                        
    Company;                                                                  
                                                                              
    (k)     the Company being satisfied that the                              
    representations, warranties and undertakings given                        
    by the Vendors under the Sale and Purchase Agreement                      
    remaining true and accurate and not materially                            
    misleading in any respect at completion of the                            
    Acquisition as if repeated at completion of the                           
    Acquisition and at all times between the date of the                      
    Sale and Purchase Agreement and completion of the                         
    Acquisition;                                                              
                                                                              
    (l)     all necessary governmental approvals, consents                    
    and permits relating to the setting up of Yingkou                         
    Steel JV and the Steel Plant having been obtained and                     
    such approvals, consents and permits remaining valid                      
    and not having been revoked as at completion of the                       
    Acquisition;                                                              
                                                                              
    (m)     a shareholders' agreement of the Steel Plant                      
    being executed by the shareholders of the Steel Plant;                    
                                                                              
    (n)     all necessary governmental approvals, consents                    
    and permits relating to the Capital Increase shall                        
    have been obtained and such approvals, consents and                       
    permits remaining valid and not having been revoked                       
    as at completion of the Acquisition and the other                         
    shareholders of the Steel Plant (other than Yingkou                       
    Steel JV) shall have discharged their respective                          
    obligations to contribute their committed portion of                      
    the Capital Increase (for avoidance of doubt, which                       
    should be before completion of the Acquisition);                          
                                                                              
    (o)     the listing of the Shares on the Stock Exchange                   
    not having been suspended for more than a total of                        
    ten Stock Exchange trading days on or before                              
    completion of the Acquisition save and except the                         
    temporary suspension relating to the transactions                         
    contemplated by the Sale and Purchase Agreement;                          
                                                                              
    (p)     all necessary consents and waivers for the sale                   
    of the Sale Shares under the Sale and Purchase                            
    Agreement having been obtained from the regulatory                        
    authorities and other relevant third parties and are                      
    continuing in force.                                                      
                                                                              
    On or before completion of the Acquisition, the                           
    Company may in its absolute discretion waive any of                       
    the conditions (other than the conditions in (e), (f)                     
    and (o) which cannot be waived by the Company) by                         
    notice in writing to the Vendors if the applicable                        
    laws and regulations (including the Listing Rules)                        
    so permit. On or before completion of the Acquisition,                    
    the Vendors may in their absolute discretion waive                        
    the condition in (o) by notice in writing to the                          
    Company. On such basis, conditions in (e) and (f)                         
    cannot be waived by the Company and