09:20 KARCE INTL HOLD<01159> - Announcement (1) NOT FOR DISTRIBUTION IN THE UNITED STATES OR FOR DISSEMINATION TO U.S. NEWS WIRE SERVICES This announcement does not constitute an offer of the securities described herein in any jurisdiction. The securities described herein have not been and will not be registered under the United States Securities Act of 1933, as amended, or the securities laws of any state and may not be offered or sold in the United States absent an exemption from registration. The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this announcement, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement. KARCE INTERNATIONAL HOLDINGS COMPANY LIMITED (Incorporated in Bermuda with limited liability) (Stock Code : 1159) MAJOR TRANSACTION ASSIGNMENT OF LOAN AND ADVANCES AND SUBSCRIPTION OF SECURITIES FURTHER DELAY IN DESPATCH OF CIRCULAR Reference is made to the announcement of the Company dated 19 April, 2005 pursuant to which the Company announced that despatch of the circular in relation to the Transactions would be delayed to a date falling on or before 9 May, 2005. The Company wishes to announce that the despatch of the circular will be further delayed to a date falling on or before 30 May, 2005. Reference is made to the announcement of the Company dated 19 April, 2005 ("Announcement") regarding the delay in despatch of the circular in relation to the Transactions ("Circular"). Unless otherwise specified, all capitalized terms used herein shall have the same meanings as defined in the Announcement. As announced by the Company in the Announcement, despatch of the Circular to the Shareholders would be delayed to a date falling on or before 9 May, 2005. The Company is currently preparing its working capital sufficiency statement and statement of indebtedness. The Company is also in the course of gathering information from and discussing various financial issues with Ascalade Inc. for preparation of the accountants' report of Ascalade Inc. to be incorporated in the Circular. In addition, since the financial information obtained from Ascalade Inc. is under Canadian Generally Accepted Accounting Principles, extra time and effort are required to rationalize such information under Hong Kong Generally Accepted Accounting Principles. Accordingly, additional time is required to prepare the Circular and despatch of the Circular will be further delayed to a date falling on or before 30 May, 2005. The Company has applied to the Stock Exchange for a further extension of the date for despatch of the Circular to the Shareholders. The Directors were informed that the TSX was still in the process of examining Ascalade Inc.'s listing application. Listing of Ascalade Inc. Shares is subject to approval by the TSX of Ascalade Inc.'s listing application and fulfilment by Ascalade Inc. of all of the listing requirements. As of today, the TSX has not approved the listing of Ascalade Inc. Shares and there is no assurance that the TSX will approve Ascalade Inc.'s listing application. Accordingly, the Proposed Listing may or may RESIGNATION OF MS. CHAN MAN YEE AS DIRECTOR The Board also announces that Ms. Chan Man Yee had tendered her resignation as a non-executive Director with effect from 10 March 2005. Ms. Chan confirmed that she resigned due to personal reasons, more specifically, that she wished to afford more time to her other business commitments. Ms. Chan also confirmed that she has no disagreement with the Board and that there are no circumstances connected with her resignation that needs to be brought to the attention of the Shareholders. The Board would like to express its sincere appreciation towards Ms. Chan for her contribution to the Company during her term of service and would like to take this opportunity to wish Ms. Chan every success in the future. CLARIFICATION Reference is made to the announcement of the Company dated 17 January 2005 in relation to the appointment of Ms. Wang Wen Xia as executive Director with effect from 15 January 2005. The Board wishes to clarify that Ms. Wang Wen Xia was appointed as the chief executive officer of the Company as well as an executive Director on 15 January 2005. Ms. Wang, aged 44, holds a master degree in finance from Dongbei University of Finance and Economics. Ms. Wang currently holds senior management positions in various unlisted companies incorporated in the People's Republic of China with limited liability but did not hold any position in other listed companies in the last three years prior to her appointment. In particular, Ms. Wang has over 5 years' active experience at the management level in structured finance, investment and asset management services for third party investors in PRC joint venture projects, with an investment amount of up to approximately Renminbi 200,000,000. These projects relate to properties development and her duties in respect of these projects include deciding how to invest the fund for the properties development projects. Ms. Wang's duties include but not limited to decision making and financial data analysis. The then employer of Ms. Wang was a corporation carrying on business of mergers and acquisitions and real property development. RESUMPTION OF TRADING Trading in shares of the Company on the Stock Exchange had been suspended at the request of the Company from 9:30 a.m. on 14 February 2005 and will remain suspended pending the release of an announcement in relation to the demonstration by the Company to the satisfaction of the Stock Exchange that, among others, the continual listing of the shares of the Company is warranted. By order of the Board Prime Investments Holdings Limited Wang Wen Xia Director Hong Kong, 11 May 2005 As at the date of this announcement, the Board comprises Ms. Chiu Kam Hing, Kathy, Mr. Pong Po Lam, Paul, Ms. Ho Chiu King, Pansy, Mr. Wu Shenbin, Mr. Lan Ning and Ms. Wang Wen Xia being the executive Directors, Dr. Chan Po Fun, Peter and Mr. Ding Xiaobin being the non-executive Directors and Dr. Cheung Wai Bun, Charles, Mr. Zhang Yong and Mr. Gu Qiu Rong being the independent non-executive Directors.