09:17 NAM FONG INT'L<01176> - Announcement (1) 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. NAM FONG INTERNATIONAL HOLDINGS LIMITED (Incorporated in Bermuda with limited liability) (Stock Code: 1176) Announcement On 4 February 2005 a winding-up petition was filed against the Company by NCB, a creditor of the Company. It was alleged in the Petition that a sum of about HK$31,000,000 together with interest and the related costs was due and owing to NCB by the Company who is a guarantor of loan due from GZ Sui Nan, a wholly-owned subsidiary of the Company, to NCB as result of default payment of GZ Sui Nan. In the first hearing on 13 April 2005, the High Court has adjourned the hearing of the Petition to 11 May 2005, which has been further adjourned to 17 May 2005. On 17 May 2005, High Court has adjourned the hearing of the Petition to 30 May 2005. Further announcement of the hearing of the Petition will be made as and when appropriate. Investors should exercise extreme caution when dealing in the shares of the Company. Trading in the shares of the Company on the Stock Exchange was suspended from 10:45 a.m. on 7 February 2005 at the request of the Company to the Stock Exchange pending for the release of the announcement in relation to the winding-up petition against the Company by NCB. Trading in the shares of the Company on the Stock Exchange will remain suspended pending the demonstration by the Company to the satisfaction of the Stock Exchange that, among others, the continuing listing of the shares of the Company is warranted. Further announcement will be made as and when appropriate. This announcement is made pursuant to the Rule 13.09 of the Listing Rules. On 4 February 2005, a winding-up petition (the fourth winding-up petition against the Company by Nanyang Commercial Bank, Limited ("NCB") in regarding the same loan) (HCCW 113/2005) (the "Petition") was filed against the Company by NCB, a creditor of the Company. It was alleged in the Petition that a sum of about HK$31,000,000 (i.e. the principle plus interests and penalty interests and deduct the aggregate repayments up to the date of the Petition) together with the interests (from the date of the Petition to the repayment date) and the related costs (approximate HK$865,000) was due and owing to NCB by the Company who is a guarantor of the loan due from Guangzhou Sui Nan Property Development Company Limited ("GZ Sui Nan"), a wholly-owned subsidiary of the Company, to NCB as result of default payment of GZ Sui Nan. The first hearing on 13 April 2005, the High Court has adjourned the hearing of the Petition to 11 May 2005 which has been further adjourned to 17 May 2005. On 17 May 2005, High Court has adjourned the hearing of the Petition to 30 May 2005. Further announcement of the hearing of the Petition will be made as and when appropriate. Background The Company executed a deed of guarantee dated 29 July 1997 agreed to guarantee a loan for not exceed HK$80,000,000 for 5 years from NCB to GZ Sui Nan and had certain shop premises in zone 2C of Guangzhou Liwan Plaza for the gross floor area of approximate 5,000 sq. m. as a secured property (the "Secured Property"). The principal of aforesaid loan drawn down is actually approximate HK$33,000,000 (the "Loan"). Up to 30 June 2004, the Company and GZ Sui Nan has repaid to NCB for the sum of HK$27,520,000 (including both principle and interest repayment). However, on 30 June 2004, Nanyang filed a winding-up petition in the High Court against the Company (HCCW 735/2004) for the amount of approximate HK$43,000,000 (which represents that total drawn down amount of HK$33,000,000 plus interest accrued up to 30 June 2004 less the amount repaid by the Company up to 30 June 2004 of approximately HK$27,520,000) together with the interests to be incurred thereafter. From August, 2004 to September, 2004, GZ Sui Nan has repaid further sum of HK$4,700,000 to NCB. On 20 November 2004, NCB agreed, upon receipt of HK$10,500,000, to dismiss the petition (HCCW 735/2004) and GZ Sui Nan paid the said amount on the same date. On 20 November 2004, NCB had also given an offer in writing to the Company to discharge all the remaining liabilities of the Group as full and final settlement of