09:05     HC INTL<08292> - Announcement & Resumption of Trading (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.                                                     
                                                                              
    HC INTERNATIONAL, INC.                                                    
    (incorporated in the Cayman Islands with limited                          
    liability)                                                                
    (Stock Code: 8292)                                                        
                                                                              
    (A) MAJOR AND CONNECTED TRANSACTIONS RELATING TO                          
    A PROPOSED RESTRUCTURING                                                  
    AND                                                                       
    (B) MAJOR DISPOSAL OF A SUBSIDIARY                                        
    AND                                                                       
    (C) RESUMPTION OF TRADING                                                 
                                                                              
    On 27 May 2005, the Company entered into the Sale and                     
    Purchase Agreement, pursuant to which Hong Kong HC                        
    International has agreed to transfer to the Acquiror,                     
    and the Acquiror has agreed to acquire from Hong Kong                     
    HC International the Target Shares in exchange for                        
    (i) shares representing 28.68% of the Acquiror's                          
    Common Stock to be issued to Hong Kong HC                                 
    International upon Closing, subject to adjustment                         
    provided under the Sale and Purchase Agreement and                        
    (ii) two payments in the aggregate amount of US$3.785                     
    million (approximately HK$29.5 million) in cash to                        
    Hong Kong HC International upon and after Closing.                        
                                                                              
    It is the intention of Hong Kong HC International to                      
    transfer 8.68% of the Acquiror's Common Stock it                          
    receives under the Sale and Purchase Agreement at                         
    Closing to the CMN Executives in consideration of the                     
    CMN Executives entering into service contracts with                       
    the Target Group Companies and to provide incentive                       
    and reward to the CMN Executives for their                                
    contribution to the Target Group Companies, at such                       
    time after Closing as Hong Kong HC International shall                    
    deem desirable and appropriate, but in any event no                       
    later than 31 December 2006. Such transfer may                            
    constitute a discloseable and/or connected                                
    transaction which may require the approval of the                         
    relevant shareholders of the Company under Chapters                       
    19 and 20 of the GEM Listing Rules. Such transfer will                    
    be effected under a separate share transfer agreement                     
    to be entered into between Hong Kong HC International                     
    and the CMN Executives and related disclosure will                        
    be made in compliance with relevant requirements                          
    under the GEM Listing Rules.                                              
                                                                              
    The Proposed Restructuring is required in preparation                     
    for the Proposed CMN Share Transfer to take place as                      
    envisaged by the Sale and Purchase Agreement. Subject                     
    to the terms and conditions of the Sale and Purchase                      
    Agreement, Hong Kong HC International has agreed to                       
    procure the completion of the Proposed Restructuring.                     
                                                                              
    Pursuant to the Proposed Restructuring, the                               
    applicable percentage ratios for determining                              
    disclosure and shareholder approval requirements                          
    under the GEM Listing Rules for the Proposed                              
    Restructuring Equity Transfers exceed 25%, but are                        
    below 75% and the total consideration for such                            
    transfers exceeds HK$10 million. Pursuant to Rule                         
    19.06(3) and Rule 20.13(1)(a) of the GEM Listing Rules,                   
    the Proposed Restructuring Equity Transfers will                          
    constitute major and connected transactions