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The Stock Exchange of Hong Kong Limited and the Securities and Futures Commission take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.


YAU LEE
HOLDINGS LIMITED

(Incorporated in Bermuda with limited liability)
ALL FINE INVESTMENT
COMPANY LIMITED

(Incorporated in the Cook Islands with limited liability)

JOINT ANNOUNCEMENT
CONDITIONAL MANDATORY CASH OFFERS
by ICEA CAPITAL LIMITED

on behalf of
ALL FINE INVESTMENT COMPANY LIMITED
for acquiring all the issued shares in,
and cancelling all outstanding options granted by,
YAU LEE HOLDINGS LIMITED
(other than those already owned or held
by All Fine Investment Company Limited
or parties acting in concert with it)

A composite document dated 26th January, 2000 (the "Composite Document"), together with the form of acceptance and transfer, containing details of the Share Offer, was despatched to each of the Independent Shareholders on 26th January, 2000. The Composite Document was also despatched to each of the Independent Optionholders on 26th January, 2000. The form of acceptance and renunciation, containing details of the Option Offer, can be obtained by the Independent Optionholders starting from 26th January, 2000 at the principal place of business of Yau Lee Holdings Limited (the "Company") in Hong Kong at 10th Floor, Tower I, Enterprise Square, 9 Sheung Yuet Road, Kowloon Bay, Kowloon, Hong Kong.

Independent Shareholders and Independent Optionholders are strongly advised to read carefully the letter from the Independent Board Committee and the advice of Pacific Challenge Capital Limited ("Pacific Challenge"), the independent financial adviser to the Independent Board Committee, before deciding whether or not to accept the Offers.

The pro forma statement of adjusted unaudited consolidated net tangible assets of the Company and its subsidiaries (together the "Group") was contained in the Composite Document.

Unless otherwise stated, terms used in this announcement shall have the same meanings as those defined in the Composite Document.

Reference is made to the announcement dated 5th January, 2000 jointly made by All Fine Investment Company Limited (the "Offeror") and the Company in relation to, inter alia, the Offers.

The respective boards of directors of the Company and the Offeror wish to announce that the Composite Document, together with the form of acceptance and transfer, containing details of the Share Offer, was despatched to each of the Independent Shareholders on 26th January, 2000. The Composite Document was also despatched to each of the Independent Optionholders on 26th January, 2000. The form of acceptance and renunciation, containing details of the Option Offer, can be obtained by the Independent Optionholders starting from 26th January, 2000 at the principal place of business of the Company in Hong Kong at 10th Floor, Tower I, Enterprise Square, 9 Sheung Yuet Road, Kowloon Bay, Kowloon, Hong Kong.

Independent Shareholders and Independent Optionholders are strongly advised to read carefully the letter from the Independent Board Committee and the advice of Pacific Challenge, the independent financial adviser to the Independent Board Committee, before deciding whether or not to accept the Offers.

In addition to the information referred to above, the Composite Document contains certain financial information in relation to the Group which has not previously been released to the shareholders of the Company or the public. Accordingly, in accordance with the general obligations of the Company under paragraph 2 of its listing agreement with The Stock Exchange of Hong Kong Limited, such financial information is reproduced below:-

Pro forma statement of adjusted unaudited consolidated net tangible assets of the Group

The following statement contains unaudited results of the Group for the six months ended 30th September, 1999 based on the unaudited interim report of the Group and may be subject to adjustments upon audit and/or changes as a result of any subsequent events which may arise after the Latest Practicable Date:-

                                                              HK$'000

Audited consolidated net assets of the Group
   as at 31st March, 1999                                     518,973	
Intangible assets as at 31st March, 1999                       (5,076)
                                                            ---------
                                                              513,897

Unaudited consolidated results (being the profit
   attributable to Shareholders 
   for the six months ended 30th September, 1999)              11,465
Net proceeds from the Rights Issue                             61,000
Estimated expenses for the Offers                              (1,500)
                                                            ---------
Pro forma unaudited adjusted consolidated net
   tangible assets of the Group after the Offers              584,862
                                                            =========
Pro forma unaudited adjusted consolidated net
   tangible assets per Share based on
   1,770,984,402 Shares in issue as at
   the Latest Practicable Date                              HK$0.3302
                                                            =========

By Order of the Board
Yau Lee Holdings Limited
Chui Man Lung, Everett

Company Secretary
By Order of the Board
All Fine Investment Company Limited
Wong Ip Kuen

Director



Hong Kong, 26th January, 2000

The directors of the Offeror jointly and severally accept full responsibility for the accuracy of the information contained in this announcement other than the information relating to the Group and confirm, after having made all reasonable inquiries, that to the best of their knowledge, opinions expressed in this announcement other than the information relating to the Group have been arrived at after due and careful consideration and there are no other material facts not contained in this announcement, the omission of which would make any statement in this announcement misleading other than the information relating to the Group.

The directors of the Company jointly and severally accept full responsibility for the accuracy of the information contained in this announcement other than the information relating to the Offeror and confirm, after having made all reasonable inquiries, that to the best of their knowledge, opinions expressed in this announcement other than the information relating to the Offeror have been arrived at after due and careful consideration and there are no other material facts not contained in this announcement, the omission of which would make any statement in this announcement misleading other than the information relating to the Offeror.


Source: Yau Lee Holdings Limited
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