Voluntary Conditional Cash Offer – Acting for Offeree

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					                                  HONGGUO INTERNATIONAL HOLDINGS LIMITED
                                                (Company Registration No.: 32062)
                                                    (Incorporated in Bermuda)



VOLUNTARY CONDITIONAL CASH OFFER FOR THE ENTIRE ISSUED AND PAID UP SHARE CAPITAL OF
HONGGUO INTERNATIONAL HOLDINGS LIMITED – OFFER UNCONDITIONAL IN ALL RESPECTS




Introduction
The Board of Directors (the “Board”) of Hongguo International Holdings Limited (the “Company”) refers to
the voluntary conditional cash offer (the “Offer”) by DBS Bank Ltd., for and on behalf of Info Giant
Investment Limited (the “Offeror”), for all the issued and paid up ordinary shares in the capital of the
Company (the “Shares”), other than those Shares held by the Offeror as at the date of the Offer (the “Offer
Shares”). In particular, the Board of Directors of the Company refers to the announcement by DBS Bank
Ltd. for and on behalf of the Offeror on 18 February 2010 (the “Offer Unconditional Announcement”). All
capitalized terms used and not defined herein shall have the same meanings as defined in the offer
document despatched to shareholders dated 2 February 2010 (the “Offer Document”).


Level of Acceptances
On 18 February 2010, DBS Bank Ltd. had announced, for and on behalf of the Offeror, that the Offeror had
received acceptances of the Offer resulting in the Offeror and parties acting or deemed to be acting in
concert with it holding an aggregate of 212,942,520 Offer Shares, representing approximately 53.66 per
cent. of all the Shares. 1 This includes acceptances received from parties acting in concert with the Offeror
which amount in aggregate to 166,541,000 Offer Shares 2 (of which 162,867,000 Offer Shares were
acquired by the Offeror pursuant to the Irrevocable Undertakings referred to in paragraph 3 of the Offer
Document), representing approximately 41.96% of the total issued shares of the Company.


Prior to the Offer Announcement Date, the Offeror did not hold any Shares. 3


Between the Offer Announcement Date and at 5.00 p.m. on 18 February 2010, the Offeror and parties
acting in concert with it have not acquired or agreed to acquire any Shares (other than pursuant to valid
acceptances of the Offer).


1
    Unless otherwise stated, in this Announcement, all references to the total number of issued Shares shall be to 396,868,200 Shares
    based on the Company's unaudited Financial Statement for Full Year ended 31 December 2009 released on 3 February 2010.

2   This does not include an outstanding total of 24,000,000 Shares to be tendered towards acceptance of the Offer pursuant to the
    Irrevocable Undertakings and which are held through HL Bank Nominees (S) Pte Ltd ("HL Bank") for Chen Yixi, Li Wei and Miao
    Bingwen respectively. These 24,000,000 Shares were placed with HL Bank by Chen Yixi, Li Wei and Miao Bingwen to satisfy the
    eligibility requirement pursuant to their respective Singapore permanent residence application under the Financial Investor Scheme of
    the Monetary Authority of Singapore, further information of which is disclosed in the Offer Document.

3   This excludes the (a) 102,421,400 Shares; (b) 43,995,200 Shares; (c) 40,450,400 Shares; and (d) 3,674,000 Shares, held, directly
    and/or indirectly before the Offer Announcement Date by Chen Yixi, Li Wei, Miao Bingwen and Huo Li respectively, who are deemed to
    be acting in concert with the Offeror under the Code. Huo Li also holds an aggregate of 400,000 Options
Offer Declared Unconditional in all respects
Accordingly, as at 5.00 p.m. on 18 February 2010, the total number of Shares (a) owned, controlled or
agreed to be acquired by the Offeror and (b) valid acceptances of the Offer, amount to an aggregate of
212,942,520 Shares, representing approximately 53.66% of the total issued Shares of the Company, and
as stated in the Offer Unconditional Announcement, the Board of Directors of the Company wishes to
announce that the Offer has become unconditional in all respects.


Closing Date
As stated in the Offer Unconditional Announcement, the Offer will remain open for acceptance until 5.30
p.m. on 17 March 2010 (or such later date(s) as may be announced from time to time by or on behalf of
the Offeror) (the “Closing Date”). Accordingly, the Offer will remain open for acceptance until 5.30
p.m. on the Closing Date.


No Increase in Offer Price
Further, as stated in the Offer Unconditional Announcement, the Offeror has no intention to increase the
Offer Price of S$0.439 in cash for each Offer Share.


Procedures for Acceptance of the Offer
Shareholders who wish to accept the Offer but have not done so should refer to paragraph 5 of the Offer
Unconditional Announcement for the procedures for acceptance.


Director’s Responsibility Statement
The Directors of the Company (including those who have delegated detailed supervision of this
Announcement) have taken all reasonable care to ensure that the facts stated and all opinions expressed
in this Announcement are fair and accurate and that no material facts have been omitted from this
Announcement, and they jointly and severally accept responsibility accordingly.




BY ORDER OF THE BOARD

Huo Li
Director

19 February 2010

				
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