Conditions of the Rights Issue

Please also refer to the published version of this announcement in the Hongkong

Standard.

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.

Host Smart Ltd

(incorporated in the British Virgin Islands with limited liability)

Karrie International Holdings

Limited

(incorporated in Bermuda with limited liability)

PROPOSED RIGHTS ISSUE AND

POSSIBLE UNCONDITIONAL MANDATORY CASH

OFFERS BY

BNP Prime Peregrine Capital Limited

FOR ALL THE ISSUED SHARES OF HK$0.10 EACH

AND

ALL THE OUTSTANDING OPTIONS IN

KARRIE INTERNATIONAL HOLDINGS LIMITED

ON BEHALF OF HOST SMART LTD.

(OTHER THAN THOSE ALREADY ACQUIRED OR TO

BE ACQUIRED BY

Eng : KARRIE – Proposed rights issue

(Hong Kong, 19th April, 2000)

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HOST SMART LTD. OR PARTIES ACTING IN

CONCERT WITH IT)

Financial adviser to Karrie International Holdings Limited in respect of the Rights Issue and underwriter of the Rights Issue

PACIFIC CHALLENGE

Pacific Challenge Capital Limited

The Company proposes to raise not less than HK$180,975,000 and not more than

HK$187,500,000 before expenses by way of a rights issue of not less than 1,809,750,000 Rights

Shares at HK$0.10 per Rights Share. The Company will provisionally allot 5 Rights Shares for every 1 Share held by the Shareholders on the Record Date.

Under the S&P Agreement, the Vendors have conditionally agreed to sell, and Host Smart has conditionally agreed to purchase, the 1,328,850,000 Rights Shares in nil-paid form provisionally allotted to the Vendors at a total consideration of HK$80,000,000. Host Smart is a company wholly owned by Mr. Thomas Lau, Luen-hung and is an independent third party not connected with the directors, chief executive or substantial shareholders of the Company or its subsidiaries or any of their respective associates. Host Smart has, subject to the completion of the S&P

Agreement, irrevocably and unconditionally undertaken to the Company and Pacific Challenge that it will take up and pay for the 1,328,850,000 Rights Shares which represents its full entitlement under the Sale Nil Paid Rights.

Pacific Challenge has conditionally agreed to fully underwrite a minimum of 480,900,000 Rights

Shares and a maximum of 546,150,000 Rights Shares, being the minimum and the maximum number of Rights Shares to be issued and subscribed for other than those to be issued to and undertaken to be subscribed for pursuant to the Sale Nil Paid Rights by Host Smart.

The Rights Issue is conditional, amongst other things, upon approval by the Independent

Shareholders and upon the Underwriting Agreement becoming unconditional and not being terminated in accordance with the terms referred to below under the sub-section headed

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“Termination of the Underwriting Agreement”.

Warning: If the Underwriting Agreement does not become unconditional or is terminated, the Rights Issue will not be proceeded. The Underwriting Agreement can be terminated by

Pacific Challenge in accordance with the terms referred to under the sub-section headed

“Termination of the Underwriting Agreement” despite the Underwriting Agreement has become unconditional.

Host Smart will, upon completion of the Rights Issue, hold 1,328,850,000 Rights Shares. Such number of Rights Shares represents a minimum of 59.06% of the then issued share capital of the

Company of 2,250,000,000 Shares, assuming full exercise of the Options (excluding the

13,500,000 Options to be renounced pursuant to the Deed of Renounciation) before the Record

Date. The 1,328,850,000 Rights Shares also represents a maximum of 61.19% of the then issued share capital of the Company of 2,171,700,000 Shares, assuming no Options will be exercised before the Record Date. Accordingly, Host Smart will be required under the Code to make mandatory unconditional cash offers for all the Shares not already acquired or to be acquired by

Host Smart or parties acting in concert with it and for the cancellation of all outstanding Options, if any.

Upon completion of the Rights Issue, BNP Prime Peregrine, on behalf of Host Smart, will make the unconditional mandatory cash offers for all the issued Shares at HK$0.16021 per Share and for cancellation of all the outstanding Options at HK$0.07021 per Option. The terms of the possible Offers are set out in the section headed “Possible unconditional mandatory cash offers”.

BNP Prime Peregrine is satisfied that there are sufficient financial resources available to Host

Smart to satisfy full acceptance of the Offers, to acquire the Sale Nil Paid Rights, and to take up and pay for the 1,328,850,000 Rights Shares which represents its full entitlement under the Sale

Nil Paid Rights.

Warning: The Offers are a possibility only. The making of the Offers is conditional upon the completion of the Rights Issue. The Underwriting Agreement is conditional (as referred to under the sub-section headed “Conditions of the Underwriting Agreement”).

Shareholders and investors should exercise extreme caution when buying and selling

Shares.

The Special General Meeting will be convened for the Independent Shareholders to consider and, if thought fit, to approve the Rights Issue. The Vendors and their associates (as defined under the Listing Rules), who together hold approximately 73.43% of the existing issued share capital of the Company, will abstain from voting on the resolution to approve the Rights Issue.

A circular containing further details of the Rights Issue, together with the notice to convene the

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Special General Meeting will be sent to the Shareholders as soon as practicable. The Company will despatch the Prospectus Documents to each of the Qualifying Shareholders as soon as practicable after the approval of the Rights Issue in the Special General Meeting. The Prospectus

Documents (other than the Provisional Allotment Letters and the Excess Application Forms) together with the Letter will also be sent to the Non-Qualifying Shareholders for their information only.

To be entitled to the Rights Issue, Shareholders, if not already registered as members, must lodge the transfers of Shares for registration with the Company's branch share registrars and transfer office in Hong Kong, Central Registration Hong Kong Limited at Rooms 1712-6, 17/F,

Hopewell Centre, 183 Queen's Road East, Hong Kong, by 4:00 p.m. on Monday, 22nd May,

2000 or such other date and time as agreed by the Company and Pacific Challenge provided that the addresses of such Shareholders to be registered in the register of members of the Company shall be in Hong Kong.

An application will be made to the Executive under the Code for a consent under Note 2 to rule

8.2 of the Code to despatch the composite offer document on a date more than 21 days from the date of this announcement, as the making of the Offers is subject to completion of the Rights

Issue, which is expected to take place on or before 26th June, 2000.

An Independent Board Committee will be set up to consider the Offers, if made, and to advise the Independent Shareholders on the terms of the Offers. An independent financial adviser will be appointed to advise the Independent Board Committee. The composite offer document containing the terms of the Offers, the advice from the Independent Board Committee and the advice from the independent financial adviser to the Independent Board Committee, together with the relevant acceptance and transfer forms and forms of acceptance and renounciation, will be sent to the Shareholders and the Optionholders within 7 days from the date of fulfillment of all the conditions of the Rights Issue.

Trading in the Shares has been suspended at the request of the Company from 2:30 p.m. on 3rd

April, 2000 pending the release of this announcement. An application has been made for the resumption of the trading in Shares with effect from 10:00 a.m. on 20th April, 2000.



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THE RIGHTS ISSUE

Issue Statistics

Basis of the Rights Issue:

No. of existing Shares in issue: 361,950,000 Shares

Outstanding Options: a total of 26,550,000 Options carrying rights to subscribe for an aggregate of 26,550,000 Shares at HK$0.335 per

Share, out of which 13,500,000 Options will be renounced pursuant to the Deed of Renounciation

No. of Rights Shares:

5 Rights Shares for every existing Share held by the

Shareholders on the Record Date a minimum of 1,809,750,000 Rights Shares (assuming no

Options will be exercised before the Record Date) and a maximum of 1,875,000,000 Rights Shares (assuming full exercise of the Options before the Record Date, but excluding the Options to be renounced pursuant to the

Deed of Renounciation)

Subscription price

HK$0.10 per Rights Share, which is payable in full upon acceptance.

The Subscription Price was determined by the Board after consultation with Pacific Challenge in the capacity of underwriter of the Rights Issue and with its agreement to fully underwrite the

Rights Issue other than the portion to be subscribed by Host Smart at such price. The Directors consider the terms of the Rights Issue to be fair and reasonable and in the best interests of the

Company and its Shareholders.

The Subscription Price represents a discount of approximately 87.50% to the closing price per

Share of HK$0.80 as quoted on the Stock Exchange at 12:30 p.m. on 3rd April, 2000, being the last half trading day before the suspension in trading of the Shares pending the release of this announcement, and a discount of approximately 84.23% to the 10 1/2 day average closing price per Share of approximately HK$0.634 up to and including the last half trading day before the suspension in trading of the Shares. The Subscription Price also represents a discount of approximately 54.55% to the theoretical ex-rights price of approximately HK$0.22 per Share based on the closing price per Share of HK$0.80 as quoted on the Stock Exchange at 12:30 p.m. on 3rd April, 2000, being the last half trading day before the suspension in trading of the Shares

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pending the release of this announcement. The theoretical ex-rights price is calculated assuming that the Rights Issue is fully subscribed for based on the 361,950,000 Shares in issue as at the date of this announcement and that 1,809,750,000 Rights Shares will be issued (assuming no

Option will be exercised before the Record Date).

Conditions of the Rights Issue

Completion of the Rights Issue is conditional upon, among other things, the following conditions being fulfilled:

(i) the passing at the Special General Meeting (or any adjournment thereof) of the necessary ordinary resolutions by the Independent Shareholders to approve the Rights Issue; and

(ii) the Underwriting Agreement becoming unconditional and not being terminated in accordance with the terms referred to below under the sub-section headed “Termination of the Underwriting Agreement”.

Completion of the Rights Issue is expected to take place on or before 26th June, 2000.

Warning: If the Underwriting Agreement does not become unconditional or is terminated, the Rights Issue will not be proceeded.

Rights Shares

The Rights Shares, when fully paid, will rank pari passu in all respects with the Shares. Holders of the Rights Shares will be entitled to receive all future dividends and distributions which are declared, made or paid on or after the date of issue of the Rights Shares.

Share certificates

Subject to the fulfillment of the conditions of the Rights Issue, certificates for all fully-paid

Rights Shares are expected to be posted by 26th June, 2000 to those holders of Rights Shares in nil-paid form who accepted and paid for the Rights Shares.

Qualifying Shareholders

To qualify for the Rights Issue, a Shareholder must:

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(i) be registered as a member of the Company on the Record Date; and

(ii) have an address in Hong Kong registered in the register of members of the Company.

In order to be registered as members of the Company on or before the Record Date, Shareholders, if not already registered as members, must lodge any transfer of Shares (together with the relevant share certificate(s)) with the Company's branch share registrars and transfer office in

Hong Kong, Central Registration Hong Kong Limited at Rooms 1712-6, 17/F, Hopewell Centre,

183 Queen's Road East, Hong Kong, not later than 4:00 p.m. on Monday, 22nd May, 2000 or such other date and time as agreed by the Company and Pacific Challenge, being the date immediately prior to closure of the register of members of the Company, provided that the addresses of such Shareholders to be registered in the register of members of the Company shall be in Hong Kong.

Optionholders who wish to participate in the Rights Issue should exercise the rights attached to the Options in accordance with the terms of the Share Option Scheme on or before Thursday,

18th May, 2000 so as to enable them to be registered as holders of Shares on or before the

Record Date.

The Prospectus Documents will be sent to each of the Qualifying Shareholders as soon as practicable after the approval of the Rights Issue in the Special General Meeting.

Rights of Non-Qualifying Shareholders

Documents to be issued in connection with the Rights Issue will not be registered or filed under the applicable securities or equivalent legislation of any jurisdictions other than Hong Kong and

Bermuda. The Directors have exercised the discretion granted to them under the bye-laws of the

Company not to offer the Rights Shares to Shareholders with registered addresses in territories where, in the absence of a registration statement or other special formalities, it would or might, in the opinion of the Directors, be unlawful or impracticable to make such offer. Accordingly, no provisional allotment of Rights Shares will be made to the Non-Qualifying Shareholders. The

Company will send the Prospectus Documents (other than the Provisional Allotment Letters and

Excess Application Forms) together with the Letter to the Non-Qualifying Shareholders for their information only.

The Company will make arrangements for the Rights Shares which would otherwise have been provisionally allotted to Non-Qualifying Shareholders to be sold in the market in their nil-paid form as soon as practicable after dealing in the nil-paid Rights Shares commences, if a premium

(net of expenses) can be obtained. Any net proceeds of sale, less expenses, will be paid to

Non-Qualifying Shareholders in Hong Kong dollars pro rata to their respective shareholdings except that any individual amounts of less than HK$100 will be retained for the benefit of the

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Company.

Application for Excess Rights Shares

Qualifying Shareholders may apply for any unsold entitlement of Non-Qualifying Shareholders and any Rights Shares provisionally allotted but not accepted. Application for excess Rights

Shares may be made by completing the Excess Application Form. The Board will allocate the excess Rights Shares at its discretion on a fair and reasonable basis. Host Smart is not entitled to apply for the excess Rights Shares.

Reasons for, and benefits of, the Rights Issue

The Directors believe that it is in the best interests of the Company and its Shareholders to substantially enlarge the capital base and to strengthen the financial position of the Group through the implementation of the Rights Issue. The Directors also believe that Host Smart, being a new controlling shareholder of the Company upon completion of the Rights Issue, will bring a positive contribution to the Company and its management as set out in the section headed

“Information on Host Smart and its intentions for the Company”.

Use of proceeds of the Rights Issue

The net proceeds of the Rights Issue are expected to range from approximately HK$177 million to HK$184 million, and will be used for high-technology development and investment as described under the section headed “Information on Host Smart and its intentions for the

Company” and as general working capital for the Group.

Application for listing

The Company will apply to the Listing Committee of the Stock Exchange for the listing of, and permission to deal in, the Rights Shares in both their nil-paid and fully-paid forms. Dealings in the Rights Shares (in both their nil-paid and fully-paid forms) will be subject to the payment of stamp duty in Hong Kong.

UNDERWRITING AGREEMENT AND IRREVOCABLE UNDERTAKING

Irrevocable undertaking from Host Smart

Subject to the completion of the S&P Agreement, Host Smart has irrevocably and

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unconditionally undertaken to the Company and Pacific Challenge to take up and pay for, at or before 4:00 p.m. on the Final Acceptance Date in accordance with the terms of the Prospectus

Documents, the 1,328,850,000 Rights Shares which represents its full entitlement under the Sale

Nil Paid Rights.

Underwriting Agreement

Date of agreement: 9th April, 2000

Underwriter: Pacific Challenge, who is independent of, and not connected with, the directors, chief executive or substantial shareholders of the Company or its subsidiaries or any of their respective associates

Number of Rights Shares to be underwritten: a minimum of 480,900,000 Rights Shares

(assuming no Options will be exercised before the Record Date and excluding the Rights Shares to be issued to and subscribed for by Host Smart pursuant to the Sale Nil Paid Rights) and a maximum of 546,150,000 Rights Shares (assuming full exercise of the Options before the

Record Date, but excluding the Options to be renounced pursuant to the Deed of Renounciation, and excluding the Rights Shares to be issued to and subscribed for by Host Smart pursuant to the

Sale Nil Paid Rights)

The number of Rights Shares to be underwritten by Pacific Challenge therefore represents the

Rights Shares to be provisionally allotted to all Shareholders other than those under the Sale Nil

Paid Rights, as Host Smart has, subject to the completion of the S&P Agreement, provided an irrevocable and unconditional undertaking to Pacific Challenge and the Company to fully subscribe for the Rights Shares to be issued pursuant to the Sale Nil Paid Rights.

In the event that Pacific Challenge acquires any Rights Shares pursuant to the Underwriting

Agreement, Pacific Challenge is entitled to accept the Share Offer as detailed under the section headed “Possible unconditional mandatory cash offers”.

Conditions of the Underwriting Agreement

Completion of the Underwriting Agreement is conditional upon, among other things, the following conditions being fulfilled by the dates specified below or such later date or time as

Pacific Challenge may agree in writing with the Company:

(i) on or before the Posting Date, the passing at the Special General Meeting (or any adjournment thereof) of the necessary ordinary resolutions by the Independent

Shareholders to approve the Rights Issue;

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(ii) on or before the Posting Date, the Bermuda Monetary Authority having given, in form satisfactory to Pacific Challenge, all necessary consents, approvals and authorizations in connection with the Rights Shares including, without limitation, the increase in the authorized share capital of the Company and the issue of the Rights Shares;

(iii) on or before the Posting Date, the signing of 5 copies of each of the Prospectus

Documents by or on behalf of each of the Directors in accordance with section 342C of the Companies Ordinance and the filing and registration of one such signed copy of each of the Prospectus Documents (together with all other documents required by section

342C of the Companies Ordinance to be attached thereto) with the Registrar of

Companies in Hong Kong;

(iv) on or before the Posting Date, the signing of 1 copy of each of the Prospectus Documents by or on behalf of each of the Directors and the filing and registration of such signed copy of each of the Prospectus Documents (together with any other documents required by the Companies Act of Bermuda) with the Registrar of Companies in Bermuda;

(v) on the Posting Date, the posting of the Prospectus Documents to the Qualifying

Shareholders and of the Letter accompanied by the Prospectus stamped “For Information

Only” to the Non-Qualifying Shareholders;

(vi) on or before the Posting Date, the Listing Committee of the Stock Exchange granting or agreeing to grant (subject to allotment), and not having revoked the grant of, listing of and permission to deal in the Rights Shares in both their nil-paid and fully-paid forms, either unconditionally or subject to such conditions as are accepted by Pacific Challenge;

(vii) at or before 4:00 p.m. on the Final Acceptance Date, Host Smart taking up and paying for such number of Rights Shares which represents its full entitlement under the Sale Nil

Paid Rights.

Termination of the Underwriting Agreement

The Underwriting Agreement is expected to become unconditional at or before 4:00 p.m. on the

Final Acceptance Date. If at or prior to 6:00 p.m. on the Settlement Date, there develops, occurs or comes into force:

(i) the introduction of any new law or regulation or any change in existing laws or regulations (or the judicial interpretation thereof) or any other similar event which in the absolute opinion of Pacific Challenge has or is likely to have a material adverse effect on the business or financial condition of any member of the Group; or

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(ii) any change (whether or not permanent) in local, national or international economic, financial, political or military conditions or any event beyond the control of the parties to the Underwriting Agreement (including, without limitation, acts of government, strikes, explosion, flooding, civil commotion, acts of God or accident) which in the reasonable opinion of Pacific Challenge is or may be materially adverse in the context of the Rights

Issue or makes it inadvisable or inexpedient to proceed therewith; or

(iii) any change (whether or not permanent) in local, national or international stock market conditions (including any moratorium, suspension of or material restriction on trading in securities generally) which in the reasonable opinion of Pacific Challenge would materially and adversely affect the Rights Issue or makes it inadvisable or inexpedient to proceed therewith; or

(iv) any change, or any development involving a prospective change, in taxation in Hong

Kong, Bermuda, the PRC or any other jurisdiction to which any member of the Group is subject or the implementation of any exchange controls which in the reasonable opinion of Pacific Challenge would or might materially and adversely affect any member of the

Group or its present or prospective shareholders in their capacity as such; or

(v) any change to the system pursuant to which the value of the currency of Hong Kong is linked to the currency of the United States of America and which would or may materially and adversely affect the Rights Issue; or

If at or prior to 6:00 p.m. on the Settlement Date:

(a) there comes to the notice of Pacific Challenge any matter or event showing any of the representations or warranties under the Underwriting Agreement to be untrue or inaccurate in any material respect which in the reasonable opinion of Pacific Challenge is adverse in the context of the Rights Issue; or

(b) the Company, any of the Vendors and/or Host Smart is in breach of any of its or his or their respective obligations under the Underwriting Agreement which in the reasonable opinion of Pacific Challenge is material and adverse in the context of the Rights Issue; then and in any such case Pacific Challenge may by notice in writing to all the other parties to the Underwriting Agreement given at any time up to 6:00 p.m. on the first business day after the

Settlement Date terminate the Underwriting Agreement and thereupon all obligations of Pacific

Challenge shall cease and determine, in which event neither the Company, any of the Vendors nor Host Smart shall have any claim against Pacific Challenge for compensation, costs, damage or otherwise, provided that the Company and Pacific Challenge shall thereupon forthwith give instructions to Central Registration Hong Kong Limited to return all moneys received from

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subscribers for the Rights Shares, and all costs, charges and expenses which have been reasonably incurred by Pacific Challenge, its legal advisers and by the Company in connection with the Rights Issue and its associated transactions shall be borne and paid by Host Smart.

If Pacific Challenge terminates the Underwriting Agreement, the Rights Issue will not be proceeded.

Warning: The Underwriting Agreement can be terminated by Pacific Challenge in accordance with the terms referred to under the sub-section headed “Termination of the Underwriting

Agreement” despite the Underwriting Agreement has become unconditional.

THE S&P AGREEMENT

Date of the S&P Agreement

9th April, 2000 as amended by the supplemental agreement dated 18th April, 2000.

Parties to the S&P Agreement

Vendor 1: Pearl Court Company Limited, a substantial shareholder of the Company holding approximately 64.15% interest in the Company

Vendor 2: Mrs. Ho Po Chu, Scandy, wife of Mr. Ho, a shareholder of the Company holding approximately 9.27% interest in the Company

Purchaser: Host Smart

Guarantor: Mr. Ho

Host Smart and Mr. Lau are independent of, and not connected with, the directors, chief executive or substantial shareholders of the Company or its subsidiaries or any of their respective associates. Other than the Sale Nil Paid Rights to be subscribed for by Host Smart pursuant to the S&P Agreement, Host Smart and Mr. Lau do not have any interest in the Company, nor has any of them traded in the Shares within a six months period prior to the S&P Agreement and up to the date of this announcement.

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Sale of the Sale Nil Paid Rights

The Vendors have conditionally agreed to sell, and Host Smart has conditionally agreed to purchase, the Sale Nil Paid Rights for a total consideration of HK$80,000,000.

Consideration

The total consideration of HK$80,000,000 which represents approximately HK$0.06020 per

Rights Share in nil-paid form was arrived at after arm's length negotiation between the Vendors and Host Smart. On 12th April, 2000, Host Smart has paid the total consideration of

HK$80,000,000 as a deposit to Pacific Challenge as the stakeholders for both Host Smart and the

Vendors in accordance with the terms of the S&P Agreement. Upon completion of the S&P

Agreement, Host Smart will procure the stakeholder to effect the payment to the Vendors of the total purchase consideration plus any interest accrued for the period commencing from the fifth business day from the date of the S&P Agreement to the date of completion of the S&P

Agreement.

Conditions of the S&P Agreement

Completion of the S&P Agreement is conditional upon the following conditions being fulfilled or waived on or before 8th August, 2000:

(a) the current listing of the Shares not having been withdrawn or cancelled and the Shares being traded continuously on the Stock Exchange prior to the date of completion of the

S&P Agreement (save and except for any temporary suspension of dealing for a period not exceeding seven consecutive business days pending any public announcement by the

Company as required by the Stock Exchange) and the Stock Exchange not having indicated that such listing is likely to be withdrawn following completion of the S&P

Agreement, other than as a result of less than 25% of the Shares being held by the public;

(b) the SFC and the Stock Exchange not having indicated that they will object to such continued listing;

(c) the warranties contained in the S&P Agreement remaining true and accurate and not misleading in any material respect up to completion of the S&P Agreement;

(d) all requisite consents or confirmations of no objection (if necessary) for the transactions contemplated under the S&P Agreement having been obtained from financial institutions who have entered into financing agreements with the Group which are valid and subsisting;

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(e) the Company having complied fully with certain obligations, and otherwise having performed in all material respects all of the covenants and agreements required to be performed by it under the S&P Agreement; and

(f) the fulfillment of the conditions of the Underwriting Agreement, save and except for point (vii), as set out in this announcement under the sub-section headed “Conditions of the Underwriting Agreement” .

Deed of Renounciation

Upon completion of the S&P Agreement, the Vendors shall deliver to Host Smart the Deed of

Renounciation executed by each of Vendor 2, Mr. Ho and Mr. Ho Cheuk Ming, a Director and a brother of Mr. Ho, in form which is reasonably satisfactory to the Purchaser, pursuant to which each of Vendor 2, Mr. Ho and Mr. Ho Cheuk Ming will confirm and declare that none of them has exercised any of their respective Options since the date of the S&P Agreement and that each of them will unconditionally and irrevocably renounce and abandon all the rights, title and interests in their respective Options to subscribe for 13,500,000 Shares in aggregate.

Guarantee

Mr. Ho has unconditionally and irrevocably guaranteed to Host Smart the due and punctual performance by Vendor 1 (and its successors in title) of its obligations under the S&P Agreement, and Mr. Ho has undertaken to indemnify and keep indemnified Host Smart against all losses, damages, costs and expenses which may be suffered or incurred by Host Smart by reason of any default or unreasonable delay on the part of Vendor 1 in the performance of its obligations.

Completion of the S&P Agreement

Completion of the S&P Agreement is expected to take place on 13th June, 2000 at 4:00 p.m., being the business day immediately preceding the Final Acceptance Date, or such other date as may be agreed in writing by the parties to the S&P Agreement.

POSSIBLE UNCONDITIONAL MANDATORY CASH OFFERS

The Offers

Host Smart will, upon completion of the Rights Issue, hold 1,328,850,000 Rights Shares. Such number of Rights Shares represents a minimum of 59.06% of the then issued share capital of the

Company of 2,250,000,000 Shares, assuming full exercise of the Options (excluding the

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13,500,000 Options to be renounced pursuant to the Deed of Renounciation) before the Record

Date. The 1,328,850,000 Rights Shares also represents a maximum of 61.19% of the then issued share capital of the Company of 2,171,700,000 Shares, assuming no Options will be exercised before the Record Date. Accordingly, Host Smart will be required under the Code to make mandatory unconditional cash offers for all the Shares not already acquired or to be acquired by

Host Smart or parties acting in concert with it and for the cancellation of all outstanding Options, if any.

Warning: The Offers are a possibility only. The making of the Offers is conditional upon the completion of the Rights Issue. The Underwriting Agreement is conditional (as referred to under the sub-section headed “Conditions of the Underwriting Agreement”).

Shareholders and investors should exercise extreme caution when buying and selling

Shares.

If the Offers are made, they will be on the terms set out below.

The Share Offer price

BNP Prime Peregrine will, on behalf of Host Smart, make an unconditional mandatory cash offer for all the issued Shares other than those already acquired or to be acquired by Host Smart or parties acting in concert with it on the following basis:

For each Share ................................................................................................ HK$0.16021 in cash

Under the S&P Agreement, Host Smart has agreed to acquire the Sale Nil Paid Rights at a total consideration of HK$80,000,000 (equivalent to approximately HK$0.06020 per nil-paid right).

Pursuant to the Underwriting Agreement, Host Smart has undertaken to take up and pay for the

1,328,850,000 Rights Shares at HK$0.10 per Right Share amounting to an aggregate of

HK$132,885,000. As such, the total effective price to be paid by Host Smart for the

1,328,850,000 Rights Shares will amount to an aggregate of HK$212,885,000, or approximately

HK$0.16020 per Share.

The Share Offer price of HK$0.16021 per Share represents a discount of approximately 79.97% to the closing price of HK$0.80 per Share quoted on the Stock Exchange at 12:30 p.m. on 3rd

April, 2000, being the last half trading day before the suspension in trading of the Shares pending the release of this announcement, and a discount of approximately 74.73% to the 10 1/2 day average closing price of approximately HK$0.634 per Share up to and including the last half trading day before the suspension in trading of the Shares. The Share Offer price also represents a discount of approximately 27.18% to the theoretical ex-rights price of approximately HK$0.22 per Share based on the closing price per Share of HK$0.80 as quoted on the Stock Exchange at

12:30 p.m. on 3rd April, 2000, being the last half trading day before the suspension in trading of

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the Shares pending the release of this announcement.

The Share Offer price of HK$0.16021 also represents a discount of approximately 32.40% to the pro forma unaudited consolidated fully diluted net asset value per Share of approximately

HK$0.237 per Share, based upon the audited consolidated net asset value of the Company of approximately HK$325.6 million as at 31st March, 1999, adjusted for the six months interim profit of HK$6.44 million after tax and interim dividends as at 30th September, 1999, the exercise of Options during the period from 31st March, 1999 up to the date of this announcement, and taking into account the effects of the Rights Issue.

The Option Offer price

As at the date of this announcement, the Company has granted Options whereby the

Optionholders are entitled to subscribe for a total of 26,550,000 Shares, representing approximately 7.34% of the existing issued share capital of the Company and approximately

6.83% of the issued share capital of the Company as enlarged by the exercise of all outstanding

Options, at a subscription price of HK$0.335 per Share. Pursuant to the terms of the Share

Option Scheme, the Options are not assignable or transferable.

As a result of and subject to completion of the Rights Issue, the subscription price of the Options will be adjusted from HK$0.335 per Share to HK$0.09 per Share as certified by the auditor of the Company. Subject to the Share Offer being made and on the basis of the above adjustment,

BNP Prime Peregrine, on behalf of Host Smart, will also offer to pay an amount in cash to the

Optionholders for the cancellation of their respective Options on the following basis:

For each Option .............................................................................................. HK$0.07021 in cash

Pursuant to the Deed of Renounciation, each of Vendor 2, Mr. Ho and Mr. Ho Cheuk Ming will renounce all their rights in the Options to subscribe for an aggregate of 13,500,000 Shares.

Conditions of the Offers

The making of the Offers is conditional upon completion of the Rights Issue. If the Offers are made, they will be unconditional with respect to acceptance.

Total consideration

Upon completion of the Rights Issue, a minimum of 2,171,700,000 Shares (assuming that no

Options will be exercised before the Record Date) and a maximum 2,250,000,000 Shares

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(assuming full exercise of the Options before the Record Date, but excluding the Options to be renounced pursuant to the Deed of Renounciation), will be in issue. At a price of HK$0.16021 per Share and HK$0.07021 per Option, the aggregate amount payable by Host Smart under its

Offers obligation will range from HK$135.9 million to HK$147.6 million assuming acceptances in full under the Share Offer and cancellation of all Options.

Apart from the Options, there is no other option, warrant or conversion right affecting the Shares outstanding at the date hereof.

BNP Prime Peregrine is satisfied that there are sufficient financial resources available to Host

Smart to satisfy full acceptance of the Offers, to acquire the Sale Nil Paid Rights, and to take up and pay for the 1,328,850,000 Rights Shares which represents its full entitlement under the Sale

Nil Paid Rights.

Terms of the Offers

A composite offer document containing the terms of the Offers, the advice of the Independent

Board Committee and the advice of the independent financial adviser to the Independent Board

Committee, together with the relevant acceptance and transfer forms and forms of acceptance and renounciation will be sent to the Shareholders and the Optionholders within 7 days from the date of fulfilment of all the conditions of the Rights Issue.

Effect of accepting the Offers

By accepting the Share Offer, Shareholders will sell their Shares and all rights attached to the

Shares, including the right to receive all dividends and distributions declared, made or paid on or after the completion of the Rights Issue. The Company will effect cancellation of any Options tendered to the Option Offer by any Optionholders.

Stamp duty

Stamp duty at a rate of HK$1.125 for every HK$1,000 of the Share Offer price will be deducted from the amount paid to Shareholders who accept the Share Offer.

INFORMATION ON THE COMPANY

Principal business

17




Standard.

The Group is principally engaged in the manufacture and sale of personal computer casings, switching power supplies, video cassette housings, office automation products and moulds. It has an authorised capital of HK$80,000,000 divided into 800,000,000 Share of HK$0.10 each as at the date of this announcement.

Financial information

The Company reported audited consolidated profits before taxation and extraordinary items of approximately HK$44.37 million and HK$21.56 million for the two years ended 31st March,

1998 and 31st March, 1999 respectively. The audited consolidated profits after taxation and extraordinary items of the Company were approximately HK$27.87 million and HK$25.16 million for the two years ended 31st March, 1998 and 31st March, 1999 respectively. The

Company also reported unaudited consolidated profits before and after taxation and extraordinary items of HK$16.25 million and HK$14.36 million respectively for the interim period ended 30th September, 1999. The audited consolidated net asset value of the Company as at 31st March, 1999 was approximately HK$325.6 million.

Shareholding structure

(a) Assuming all outstanding Options are exercised before the Record Date:

No. of

Shares as at the date of this announcem ent

No. of Shares

Immediately after completion of the Rights

Issue

(assuming full subscription by

%

Shareholders

)

No. of

Shares


%

Issue

(assuming full subscription by Pacific

Challenge) %

Vendors 265,770,000 73.43

%

265,770,000 70.87

%

265,770,000 11.81% 265,770,000 11.8

1%

Pacific

Challenge

0 0.00% 0 0.00% 0 0.00% 546,150,000 24.2

7%

18




Standard.

Host

Smart

0 0.00%

Directors

&

Employee s

1,950,000 0.54% 15,000,000 4.00% 90,000,000 4.00% 15,000,000 0.67

%

Public

0 0.00% 1,328,850,000 59.06% 1,328,850,00 59.0

0 6%

94,230,000 26.03

%

94,230,000 25.13

%

565,380,000 25.13% 94,230,000 4.19

%

Total: 361,950,000

% %

2,250,000,000 100.00

%

2,250,000,00

(b) Assuming no outstanding Options are exercised before the Record Date:

100.

0 00%

No. of

Shares as at the date of this announcem ent

No. of

Shares

Immediatel y before the

% Record Date

No. of Shares


Issue

(assuming full subscription

% by

Shareholders

)

No. of

Shares

Immediatel y after completion of the

Rights Issue

%

(assuming full subscriptio n by Pacific

Challenge) %

Vendors 265,770,000 73.43

%

265,770,000 73.43

% %

0 0.00% Pacific

Challenge

Host

Smart

0 0.00%

0 0.00%

%

0 0.00% 1,328,850,000 61.19% 1,328,850,00 61.19

0 %

19




Standard.

Directors

&

Employees

1,950,000 0.54% 1,950,000 0.54% 11,700,000 0.54% 1,950,000 0.09

%

Public

Total:

94,230,000 26.03

%

94,230,000 26.03

%

565,380,000 26.03% 94,230,000 4.34

%

%

361,950,000 100.00

%

2,171,700,000 100.00

%

2,171,700,00 100.0

0 0%



20


Standard.

INFORMATION ON HOST SMART AND ITS INTENTIONS

FOR THE COMPANY

Host Smart, an independent third party not connected with the directors, chief executive or substantial shareholders of the Company or its subsidiaries or any of their respective associates, is an investment holding company incorporated in the British Virgin Islands on 23rd February,

2000 with limited liability. It has not conducted any business other than those relating to the transactions described herein.

Host Smart is wholly owned by Mr. Thomas Lau, Luen-hung, and Mr. Lau is the sole director of

Host Smart. Mr. Lau has over 20 years of successful entrepreneurial experience in various industries, and is a veteran investor in the high-technology business since 1989. Mr. Lau is the chairman of each of Chinese Estates Holdings Limited, Evergo China Holdings Limited and The

Kwong Sang Hong International Limited, the securities of all of which are listed on the Stock

Exchange. Mr. Lau is also one of the founders and directors of Gemstar which shares are listed on NASDAQ. Gemstar is engaged in developing, marketing and licensing proprietary technologies aimed at making technology user-friendly for consumers.

Host Smart intends to continue the existing core businesses of the Group, which include making casings for computer products, office automation products, and moulds and other products. It is the intention of Host Smart to nominate Mr. Lau to the Board after posting of the composite offer document. It is also the intention of Host Smart to nominate five additional directors (including two independent non-executive directors) to the Board after posting of the composite offer document. It is intended that all the existing Directors will resign after the closing of the Offers.

The new directors of the Company to be appointed by Host Smart will review the potential and profitability of the existing businesses, and examine the potential to broaden the range of products. Host Smart also intends to develop a high-technology focus for the Company, creating synergy between the Company's existing operations and the new management's experience and contacts in businesses including high-technology, internet and media-related activities.

It is proposed that the name of Karrie International Holdings Limited will be subsequently changed to reflect the change in control of the Company and the anticipated future development of the Company. The change of name will also be subject to the passing of a special resolution by the Shareholders at a special general meeting of the Company to approve such change. A further announcement will be made as to the name change when appropriate. As at the date of this announcement, no such new name for the Company has been proposed.

TIMETABLE OF THE RIGHTS ISSUE

2000

21




Standard.

Circular for the Special General Meeting expected to be despatched on

Last day of dealings in Shares on a cum-entitlement basis

Tuesday, 9th May

Thursday, 18th May

First day of dealings in Shares on an ex-entitlement basis Friday, 19th May

Latest time for lodging transfers of Shares in order to qualify for the

Rights Issue

4:00 p.m. on Monday,

22nd May

Book closure period (both days inclusive)

Latest time for lodging proxy forms for the Special General Meeting

Tuesday, 23rd May to

Friday, 26th May

10:00 a.m. on

Tuesday, 23rd May

Record Date

Special General Meeting expected to be held

Thursday, 25th May

10:00 a.m. on

Thursday, 25th May

Prospectus Documents expected to be despatched on

First day of dealings in nil-paid Rights Shares

Friday, 26th May

Tuesday, 30th May

Latest time for splitting nil-paid Rights Shares 4:00 p.m. on Monday,

5th June

Monday, 12th June Last day of dealings in nil-paid Rights Shares

Latest time for acceptance of and payment for Rights Shares 4:00 p.m. on

Wednesday, 14th June

All conditions of the Rights Issue expected to be fulfilled on or before Wednesday, 21st June

22




Standard.

Announcement of the results of the Rights Issue expected to be made on Thursday, 22nd June

Refund cheques in respect of wholly or partially unsuccessful applications

for excess Rights Shares expected to be despatched on or before

Monday, 26th June

Certificates for fully-paid Rights Shares expected to be despatched on or before

Monday, 26th June

Dealings in fully-paid Rights Shares expected to commence on Wednesday, 28th June



23


Standard.

SPECIAL GENERAL MEETING

The Special General Meeting will be convened for the Independent Shareholders to consider and, if thought fit, to approve the Rights Issues. The Vendors and their associates, who together hold approximately 73.43% of the existing issued share capital of the Company, will abstain from voting on the resolution to approve the Rights Issue.



24


Standard.

GENERAL

A circular containing further details of the Rights Issue together with the notice of the Special

General Meeting will be sent to the Shareholders as soon as practicable. The Company will despatch the Prospectus Documents to each of the Qualifying Shareholders as soon as practicable after the approval of the Rights Issue in the Special General Meeting. The Prospectus

Documents (other than the Provisional Allotment Letters and the Excess Application Forms) together with the Letter will also be sent to the Non-Qualifying Shareholders for their information only.

An application will be made to the Executive under the Code for a consent under Note 2 to rule

8.2 of the Code to despatch the composite offer document on a date more than 21 days of the date of this announcement, as the making of the Offers is subject to completion of the Rights

Issue, which is expected to take place on or before 26th June, 2000.

An Independent Board Committee will be set up to consider the Offers and to advise the

Independent Shareholders on the terms of the Offers, if made. An independent financial adviser will be appointed to advise the Independent Board Committee.

The composite offer document containing the terms of the Offers, the advice from the

Independent Board Committee and the advice from the independent financial adviser to the

Independent Board Committee, together with the relevant acceptance and transfer forms and forms of acceptance and renounciation, will be sent to the Shareholders and the Optionholders within 7 days from the date of fulfillment of the conditions of the Rights Issue.

The Stock Exchange has stated that it will closely monitor trading in the Shares if, after completion of the Rights Issue and close of the Offers, less than 25% of the Shares are held by the public.

If the Stock Exchange believes that:

˙ a false market exists or may exist in the Shares; or

˙ there are too few Shares in public hands to maintain an orderly market, then it will consider exercising its discretion to suspend trading in the Shares.

Host Smart intends to keep the Company listed on the Stock Exchange. Mr. Lau and the new directors, in the capacity as directors of the Company, will undertake to the Stock

25




Standard.

Exchange to take appropriate steps within one month after completion of the Rights Issue and close of the Offers to ensure that sufficient public float exists in the Shares in the event that less than 25% of the Shares are held by the public.

If the Company remains listed on the Stock Exchange, the Stock Exchange will closely monitor all acquisitions or disposals of assets by the Company. The Stock Exchange has the discretion to require the Company to issue a circular to the Shareholders irrespective of the size of the proposed transaction, particularly when such proposed transaction represents a departure from the principal activities of the Company. The Stock Exchange also has the power to aggregate a series of transactions and any such transactions may result in the

Company being treated as if it were a new listing applicant.

Trading in the Shares has been suspended at the request of the Company from 2:30 p.m. on 3rd

April, 2000 pending the release of this announcement. An application has been made for the resumption of the trading in Shares with effect from 10:00 a.m. on 20th April, 2000.

TERMS USED IN THIS ANNOUNCEMENT has the meaning ascribed to it under the Listing Rules “associates”

“BNP Prime Peregrine”

BNP Prime Peregrine Capital Limited, a securities dealer and an investment adviser registered under the Securities Ordinance

(Chapter 333 of the laws of Hong Kong) and the financial adviser to Host Smart

“Board”

“Business Day” the board of Directors any day on which banks are generally open for business in Hong

Kong (excluding Saturday)

“Company” Karrie International Holdings Limited, a company incorporated in Bermuda with limited liability, the securities of which are listed on the Stock Exchange

“Code”

“Deed of Renounciation” the Hong Kong Code on Takeovers and Mergers a deed of renounciation to be executed by each of Vendor 2, Mr.

Ho and Mr. Ho Cheuk Ming, a Director and a brother of Mr. Ho, on or before completion of the S&P Agreement, pursuant to

26




Standard.

which they will renounce all their rights in the Options to subscribe for 13,500,000 Shares in aggregate

“Directors” the director(s) of the Company

“Excess Application Form” the form of application for excess Rights Shares to be sent to the

Qualifying Shareholders in such form as may be agreed between the Company and Pacific Challenge

“Final Acceptance Date” 14th June, 2000 or such other date as Pacific Challenge may agree with the Company, being the lastest time for acceptance of and payment for the Rights Shares

“Gemstar”

“Group”

“Hong Kong”

Gemstar International Group Limited the Company and its subsidiaries the Hong Kong Special Administrative Region of the People's

Republic of China

“Host Smart”

Host Smart Ltd., a company incorporated in the British Virgin

Islands with limited liability

“Independent

Committee”

Board the independent committee of the Board to be established for discharging the Board's responsibilities in relation to the Offers

“Independent Shareholders” Shareholders other than the Vendors and their respective associates

“Letter” the letter explaining the circumstances under which

Non-Qualifying Shareholders are not permitted to participate in the Rights Issue and summarising the expected effects of the

Rights Issue and the arrangements for the sale of nil-paid rights to be despatched to the Non-Qualifying Shareholders accompanied by the Prospectus stamped “For Information Only”

“Mr. Ho”

Ho Cheuk Fai, president of the Company

27




Standard.

“Mr. Lau”

Mr. Thomas Lau, Luen-hung, sole director and beneficial owner of Host Smart

“Non-Qualifying

Shareholder(s)”

Shareholders whose addresses (as shown on the branch register of members of the Company in Hong Kong at the close of business on the Record Date) are outside Hong Kong or who are persons to whom in the Directors' opinion, Rights Shares may not be offered without compliance with registration and/or other legal or regulatory requirements of a jurisdiction or jurisdictions outside of Hong Kong

“Offers”

“Option(s)” the Share Offer and the Option Offer

Option(s) to subscribe for Shares granted pursuant to the rules of the Share Option Scheme and outstanding as at the date of the

Underwriting Agreement

“Option Offer” the unconditional mandatory cash offer by BNP Prime Peregrine on behalf of Host Smart for the cancellation of all the Options pursuant to the Code

“Optionholder(s)”

“Pacific Challenge” holders of Options

Pacific Challenge Capital Limited, a securities dealer and an investment adviser registered under the Securities Ordinance

(Chapter 333 of the laws of Hong Kong)

“Posting Date”

26th May, 2000 or such other date as Pacific Challenge may agree in writing with the Company, being the expected date of posting of the Prospectus Documents

“PRC” the People's Republic of China

“Prospectus” the prospectus to be despatched to the Shareholders containing additional information relating to the Rights Issue, in such form as may be agreed between the Company and Pacific Challenge

28




Standard.

“Prospectus Documents” the Prospectus, the Provisional Allotment Letter and the Excess

Application Form

“Provisional Allotment

Letter” the renounceable provisional allotment letter to be issued to

Qualifying Shareholders in such form as may be agreed between the Company and Pacific Challenge

“Qualifying Shareholder(s)” Shareholder(s) whose name(s) appear on the branch register of members of the Company in Hong Kong at the close of business on the Record Date, other than the Non-Qualifying Shareholders

“Record Date” 25th May, 2000 or such other date as Pacific Challenge may agree in writing with the Company, being the record date for determining the entitlement of Shareholders to participate in the

Rights Issue

“Rights Issue” the issue by way of rights of the Rights Shares at the

Subscription Price to Qualifying Shareholders of not less than

1,809,750,000 Rights Shares, subject to the terms and conditions set out in the Underwriting Agreement

“Rights Share(s)”

“S&P Agreement” new Shares to be issued pursuant to the Rights Issue the conditional sale and purchase agreement dated 9th April,

2000 as amended by the supplemental agreement dated 18th

April, 2000 entered into between the Vendors, Host Smart and

Mr. Ho relating to the sale of the Sale Nil Paid Rights to Host

Smart

“Sale Nil Paid Rights” the 1,328,850,000 Rights Shares in nil-paid form provisionally allotted to the Vendors

“Settlement Date”

“SFC”

“Share Offer” the third Business Day after the Final Acceptance Date

The Securities and Futures Commission the unconditional mandatory cash offer by BNP Prime Peregrine on behalf of Host Smart for all the Shares (other than those

29




Standard.

already acquired or to be acquired by Host Smart or parties acting in concert with it) pursuant to the Code

“Share Option Scheme” the share option scheme adopted by the Company on 27th

November, 1996

“Shares”

“Shareholders” shares of HK$0.10 each in the capital of the Company holders of Share(s)

“Special General Meeting” the special general meeting of the Company to be held at 10/F.,

Southeast Industrial Building, 611-619 Castle Peak Road, Tsuen

Wan, New Territories, Hong Kong on Thursday, 25th May, 2000 at 10:00 a.m. to approve, among other things, the Rights Issue

“Stock Exchange”

“Subscription Price”

The Stock Exchange of Hong Kong Limited the price of HK$0.10 per Rights Share

“Underwriting Agreement” the underwriting agreement dated 9th April, 2000 entered into between the Company, the Vendors, Pacific Challenge, Host

Smart and Mr. Ho whereby Pacific Challenge has conditionally agreed to fully underwrite a minimum of 480,900,000 Rights

Shares and a maximum of 546,150,000 Rights Shares to be issued pursuant to the Rights Issue

“Vendor 1”

Pearl Court Company Limited, a company incorporated in the

British Virgin Islands with limited liability and a trustee for a unit trust known as the Ho Cheuk Fai Family Trust

“Vendor 2”

“Vendors”

Mrs. Ho Po Chu, Scandy, wife of Mr. Ho

Vendor 1and Vendor 2

By Order of the Board of

Host Smart Ltd.

Thomas Lau, Luen-hung

Sole Director

30




Standard.

By Order of the Board of

Karrie International Holdings Limited

Ho Cheuk Fai

President

Hong Kong, 19th April, 2000

The directors of the Company jointly and severally accept full responsibility for the accuracy of the information contained in this announcement, other than information relating to Host Smart, and confirms, having made all reasonable inquiries, that to the best of their knowledge, opinions expressed in this announcement, other than those relating to Host Smart, have been arrived at after due and careful consideration, and there are no other facts, other than those relating to

Host Smart, contained in this announcement, the omission of which would make any statement in this announcement misleading.

The sole director of Host Smart accepts full responsibility for the accuracy of the information contained in this announcement, other than information relating to the Group, and confirms, having made all reasonable inquiries, that to the best of his knowledge, opinions expressed in this announcement, other than those relating to the Group, have been arrived at after due and careful consideration, and there are no other facts, other than those relating to the Group, contained in this announcement, the omission of which would make any statement in this announcement misleading.



31

Conditions of the Rights Issue

Host Smart Ltd

Karrie International Holdings

Limited

PROPOSED RIGHTS ISSUE AND

POSSIBLE UNCONDITIONAL MANDATORY CASH

OFFERS BY

BNP Prime Peregrine Capital Limited

FOR ALL THE ISSUED SHARES OF HK$0.10 EACH

AND

ALL THE OUTSTANDING OPTIONS IN

KARRIE INTERNATIONAL HOLDINGS LIMITED

ON BEHALF OF HOST SMART LTD.

(OTHER THAN THOSE ALREADY ACQUIRED OR TO

BE ACQUIRED BY

HOST SMART LTD. OR PARTIES ACTING IN

CONCERT WITH IT)

Financial adviser to Karrie International Holdings Limited in respect of the Rights Issue and underwriter of the Rights Issue

PACIFIC CHALLENGE

Pacific Challenge Capital Limited

THE RIGHTS ISSUE

INFORMATION ON HOST SMART AND ITS INTENTIONS

FOR THE COMPANY

SPECIAL GENERAL MEETING

GENERAL

Related documents

Products

Support

Conditions of the Rights Issue

Host Smart Ltd

Karrie International Holdings

Limited

PROPOSED RIGHTS ISSUE AND

POSSIBLE UNCONDITIONAL MANDATORY CASH

OFFERS BY

BNP Prime Peregrine Capital Limited

FOR ALL THE ISSUED SHARES OF HK$0.10 EACH

AND

ALL THE OUTSTANDING OPTIONS IN

KARRIE INTERNATIONAL HOLDINGS LIMITED

ON BEHALF OF HOST SMART LTD.

(OTHER THAN THOSE ALREADY ACQUIRED OR TO

BE ACQUIRED BY

HOST SMART LTD. OR PARTIES ACTING IN

CONCERT WITH IT)

Financial adviser to Karrie International Holdings Limited in respect of the Rights Issue and underwriter of the Rights Issue

PACIFIC CHALLENGE

Pacific Challenge Capital Limited

THE RIGHTS ISSUE

INFORMATION ON HOST SMART AND ITS INTENTIONS

FOR THE COMPANY

SPECIAL GENERAL MEETING

GENERAL

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