10:41     HKC INT'L HOLD<00248>-Announcement&Resumption of Trading(3)         

    The Directors are of the view that the Acquisition                        
    are on normal commercial terms and are fair and                           
    reasonable to and in the interests of the Shareholders                    
    as a whole.                                                               
                                                                              
    GENERAL                                                                   
    The Group is principally engaged in the sale and                          
    distribution of mobile phones and related accessories,                    
    office telephone system in Hong Kong and Singapore,                       
    and the provision of mobile phone network connection                      
    and repair and maintenance services and systems                           
    integration services.                                                     
                                                                              
    The Acquisition constitutes a major transaction for                       
    the Company under Chapter 14 of the Listing Rules and                     
    is conditional on approval by the Independent                             
    Shareholders.                                                             
                                                                              
    Under Rule 14.44 of the Listing Rules, Independent                        
    Shareholders' approval for the Acquisition may be                         
    obtained by written Shareholders' approval without                        
    the need of convening a general meeting if (a) no                         
    Shareholder is required to abstain from voting if the                     
    Company were to convene a general meeting for the                         
    approval of the Acquisition; and (b) written approval                     
    has been obtained from one or more Independent                            
    Shareholders who together hold more than 50% in                           
    nominal value of the issued share capital of the                          
    Company giving the right to attend and vote at general                    
    meetings.                                                                 
                                                                              
    So far as the Directors are aware after making                            
    reasonable enquiries, none of the Vendor and its                          
    associates is a Shareholder as at the date of this                        
    announcement and would have been required to abstain                      
    from voting if the Company were to convene a general                      
    meeting for the approval of the Acquisition. The Major                    
    Shareholders, being members of a closely allied group                     
    of Shareholders, are holders of approximately 62.75%                      
    of the issued share capital of the Company as at the                      
    date of this announcement, have given their written                       
    approvals to the Acquisition. The Company is seeking                      
    confirmation from the Stock Exchange that Independent                     
    Shareholders' approval for the Acquisition may be                         
    obtained by means of written approval from the Major                      
    Shareholders.                                                             
                                                                              
    A circular containing, among other information,                           
    further details of the Acquisition will be despatched                     
    to the Shareholders as soon as practicable.                               
                                                                              
    RESUMPTION OF TRADING IN SHARES                                           
    Trading in shares of the Company on the Stock Exchange                    
    was suspended at 9:30 a.m. on 9 March 2005 at the                         
    request of the Company. Application has been made to                      
    the Stock Exchange for resumption of trading in shares                    
    with effect from 9:30 a.m. on 16 March 2005.                              
                                                                              
    As at the date of this announcement, the Board                            
    comprises the following members:                                          
                                                                              
    Executive Directors:                                                      
    Chan Chung Yee, Hubert (Chairman)                                         
    Wu Kwok Lam                                                               
    Chan Chung Yin, Roy                                                       
    Chan Man Min                                                              
    Chan Ming Him, Denny                                                      
    Tsui Hon Wing                                                             
    Yeh Yui Fong                                                              
                                                                              
    Independent non-executive Directors:                                      
    Chu Chor Lup                                                              
    Chiu Ngar Wing                                                            
    Leung Tai Wai, David                                                      
                                                                              
    DEFINITIONS                                                               
    "Acquisition"   the acquisition of the Property by                        
    Generalvestor from the Vendor on and subject to the                       
    terms and conditions of the Provisional Agreement or,                     
    when subsequently entered into, the Formal Agreement                      
                                                                              
    "associates"   has the meaning ascribed to it under                       
    the Listing Rules                                                         
                                                                              
    "Board"   the board of Directors                                          
                                                                              
    "Company"   HKC International Holdings Limited, a                         
    company incorporated in the Cayman Islands, the shares                    
    of which are listed on the Stock Exchange