09:51 YANION INT'L<00082> - Announcement & Resumption (13) Directors may reassess the situation (including the business environment and prospects of pharmaceutical industry) from time to time and will adopt appropriate business strategies by taking into account the interests of the Company and Shareholders as a whole. INFORMATION ON GUOHUA INTERNATIONAL, YINGKOU STEEL JV AND THE STEEL PLANT Guohua International and Yingkou Steel JV Guohua International is a company incorporated in the BVI with limited liability in July 2001 and is an investment holding company. In May 2004, the Vendors acquired the entire issued share capital (as to 70% by Mr. Chen Nien Chong and 30% by Mr. Tran Dinh) of Guohua International as the investment vehicle in contemplation of the Acquisition and the Capital Injection. Before May 2004, Guohua International was a shell company. On 3 December 2004, Guohua International and Yingkou Middle Plate Factory entered into a joint venture contract pursuant to which Guohua International and Yingkou Middle Plate Factory have agreed to establish Yingkou Steel JV with a registered capital of US$99,500,000 (approximately HK$776,100,000) owned as to approximately 77.4% and approximately 22.6% by Guohua International and Yingkou Middle Plate Factory respectively. Pursuant to the joint venture contract, Yingkou Middle Plate Factory has undertaken to transfer its approximately 30.8% interests in the Steel Plant (which will be diluted to approximately 12.1% interests in the Steel Plant upon completion of the Capital Increase) and its committed portion under the Capital Increase to Yingkou Steel JV as capital contribution (which will represent approximately 40.5% interests in the Steel Plant upon completion of the Capital Increase). According to representation made by the Vendors, the transfer of interest in the Steel Plant by Yingkou Middle Plate Factory is required to be approved by more than 50% of the shareholders of the Steel Plant in accordance to the articles of association (*) of the Steel Plant. As represented by the Vendors, the Capital Increase is required to be approved by more than two-thirds of the shareholders of the Steel Plant. The Company has further been given to understand that shareholders representing not less than two-thirds of the registered capital of the Steel Plant have agreed in principle to the Capital Increase and control by Yingkou Steel JV upon completion of the Capital Injection. Such confirmation will be included in the shareholders' agreement to be entered into which is one of the conditions of the Acquisition. To the best knowledge of the Directors, the registration of the transfer of equity interest in the Steel Plant from Yingkou Middle Plate Factory as its capital contribution to Yingkou Steel JV is still in process as at the date of this announcement. Upon completion of the Capital Injection and the Capital Increase, Yingkou Steel JV will own approximately 52.6% interests in the Steel Plant as enlarged by the Capital Increase. Mr. Chen Nien Chong is the independent non-executive director of Ming Fung Jewellery Group Limited since August 2002 and is currently involved in structuring and implementing the Acquisition. Mr. Chen graduated from the University of Liaoning in the PRC. Mr. Chen was a senior manager of Bank of China from 1974 to 1998, responsible for corporate accounts with businesses in Hong Kong and the PRC. He has a number of years of experience in