YUE FUNG INT'L<0965> - Announcement

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.

YUE FUNG INTERNATIONAL GROUP HOLDING LIMITED
(incorporated in Bermuda with limited liability)

DISCLOSEABLE TRANSACTION

Yue Fung International Group Holding Limited (the 
"Company" which together with its subsidiaries, the 
"Group"), through its wholly owned subsidiary, 
Hollyworld Group Limited (the "Purchaser"), has agreed 
to acquire from Mr Ho Wing Cheong and Ms Chan Yuet Hing 
(the "Vendors") 170 shares and 130 shares respectively 
(together the "Sale Shares") of US$1.00 each in the 
capital of Advanced Technology International Holdings 
Limited ("Advanced Technology" which together with its 
subsidiaries, the "Advanced Technology Group"), being 
30 per cent. of the entire issued shares of Advanced 
Technology.

The Company has also agreed to acquire from the Vendors 
the shareholders' loan (the "Sale Loan") of 
HK$3,000,000 owed by Advanced Technology Group to the 
Vendors.

The consideration payable by the Company for the 
acquisition (the "Acquisition") of the Sale Shares and 
the Sale Loan is HK$57,330,000 and will be satisfied 
partly by the allotment and issue of 80,000,000 new 
ordinary shares (each a "Consideration Share") of 
HK$0.10 each in the capital of the Company at an issue 
price (the "Issue Price") of HK$0.60 per Consideration 
Share, partly by way of cash of HK$3,000,000 and the 
remaining by transfer of certain machinery and moulds 
from the Group worth approximately HK$6,330,000 to the 
Vendors.

The Acquisition is subject to the conditions as 
detailed below.

The Acquisition constitutes a discloseable transaction 
on the part of the Company under the Rules (the "Listing 
Rules") Governing the Listing of Securities on The 
Stock Exchange of Hong Kong Limited (the "Stock 
Exchange").

For the year ended 31 May 1999, products purchased by 
the Group from the Advanced Technology Group amounted 
to approximately HK$7,130,534. The purchases from the 
Advanced Technology Group for the year ended 31 May 1999 
accounted for approximately 7.13 per cent. of the total 
purchases made by the Group for the year ended 31 May 
1999. It is intended that, following the Acquisition, 
the Group will continue to purchase from the Advanced 
Technology Group.

A special general meeting (the "SGM") of the Company 
will be convened as soon as possible to consider and 
if thought fit, passing the resolutions to approve the 
allotment and issue of the Consideration Shares.

A circular containing, among other matters, details of 
the Agreement, the notice convening the SGM will be 
dispatched to the Shareholders within 21 days after the 
date of publication of this announcement.

The Sale and Purchase Agreement dated 18 February 2000 
(the "Agreement")

Parties

(1)     The Purchaser   :       Hollyworld Group Limited, a 
wholly owned subsidiary of the Company

(2)     The Vendors     :       The Vendors

Each of the Vendors is an independent third party not 
connected with the directors, chief executive or 
substantial shareholders of the Company or any of its 
subsidiaries or any of their respective associates (as 
defined in the Listing Rules). Immediately before the 
entering into of the Agreement, none of the Vendors have 
any interests in the shares of HK$0.10 each (each a 
"Share") in the capital of the Company.

Assets acquired

Pursuant to the Agreement, the Vendors have agreed to 
sell and the Purchaser has agreed to purchase the Sale 
Shares, being 30 per cent. of the entire issued share 
capital of Advanced Technology and the Sale Loan.

No audited financial statement have been prepared by 
Advanced Technology since its incorporation. As at 30 
September 1999, the net asset value of Advanced 
Technology based on its unaudited consolidated 
management accounts was approximately HK$21,421,362. 
For the nine months ended 30 September 1999, Advanced 
Technology recorded a profit of approximately 
HK$21,413,562.

The consideration payable by the Company on the 30 per 
cent. issued share capital of Advanced Technology is 
based on the unaudited annual profit of Advanced 
Technology Group of HK$27,300,000 for the year ended 
31 December 1999, multiplying this with a profit 
earning ratio of 7, which is based on companies in the 
similar industry, thus estimating the net worth of 
Advanced Technology Group at HK$191,100,000.

Advanced Technology Group are principally engaged in 
the manufacture and sale of printed circuit boards (PCB) 
for advanced telecommunication systems, scientific 
calculators and audio visual equipment.

The Company has also agreed to acquire from the Vendors 
the Sale Loan owed by Advanced Technology Group to the 
Vendors in the sum of HK$3,000,000 payable on demand. 
HK$3,000,000, the Sale Loan, is 30 per cent. of the 
total shareholders loan of HK$10,000,000 of Advanced 
Technology Group.

Consideration

The consideration for the Acquisition is HK$57,330,000 
and will be satisfied partly by the allotment and issue 
of the 80,000,000 Consideration Shares (each a 
"Consideration Share") at the Issue Price, partly by 
way of cash of HK$3,000,000 and the remaining by 
transfer of certain machinery and moulds from the Group 
worth approximately HK$6,330,000 to the Vendors.

The Issue Price represents a premium of approximately 
0.67 per cent. over the average closing price of the 
Shares of HK$0.596 for the last ten trading days up to 
the date of the Agreement and a discount of 
approximately 7.7 per cent. to the closing price of the 
Shares of HK$0.65 as at the date of the Agreement.

The Consideration Shares represents:

(a)     approximately 23.3 per cent. of the existing issued 
share capital of the Company;

(b)     approximately 19.8 per cent. of the issued share 
capital of the Company as enlarged by the allotment and 
issue of the 60,000,000 Shares to be allotted and issued 
as part of the consideration for the acquisition by the 
Company of 25 per cent. equity interest Richlink 
International Holdings Limited, details of which were 
disclosed in the announcement of the Company dated 28 
January 2000; and

(c)     approximately 16.6 per cent. of the issued share 
capital of the Company as enlarged by the allotment and 
issue of the 60,000,000 Shares referred to in paragraph 
(b) above and the Consideration Shares; and

(d)     approximately 18.9 per cent. of the issued share 
capital of the Company as enlarged by the allotment and 
issue of the Consideration Shares in the event the 
allotment and issue of the 60,000,000 Shares referred 
to in paragraph (b) above have not been approved.

A special general meeting of the Company will be 
convened and held to approve the allotment and issue 
of the Consideration Shares to the Vendors credited as 
fully paid at the Issue Price.

The consideration was negotiated on an arm's length 
basis between the Vendors and the Company.

The Directors, including the independent non-executive 
Directors consider that the terms of the Agreement are 
based on normal commercial terms and are fair and 
reasonable so far as the shareholders of the Company 
are concerned.

Completion

Completion will take place on the second business days 
after all the conditions set out in the section headed 
"Conditions" below have been fulfilled, which is 
expected to be on or before 30 April 2000 or such later 
date as the Vendors and the Company may agree.

Conditions

Completion of the Acquisition is conditional upon 
fulfillment of the following conditions:

(1)     the Listing Committee of the Stock Exchange 
granting listing of and permission to deal in the 
Consideration Shares; and

(2)     the shareholders of the Company passing at SGM an 
ordinary resolution approving the allotment and issue 
of the Consideration Shares to the Vendors, credited 
as fully paid. 

If the conditions are not fulfilled on or before 30 
April 2000 or such later date as the Vendors and the 
Purchaser may agree, the Agreement shall cease and 
determine and none of the parties shall have any claim 
against the others.

For the year ended 31 May 1999, based on the Company's 
consolidated audited accounts, purchases of circuit 
boards and certain electronic components by the Group 
from the Advanced Technology Group amounted to 
approximately HK$7,130,534. The purchase from the 
Advanced Technology Group for the year ended 31 May 1999, 
based on the Company's consolidated audited accounts, 
accounted for approximately 7.13 per cent. of the total 
purchases made by the Group for the year ended 31 May 
1999. It is intended that, following the Acquisition, 
the Group will continue to purchase from the Advanced 
Technology Group.

Reasons for the Acquisition

The Directors believe that the Acquisition would enable 
the Group to secure a steady supply of circuit boards 
and certain electronic components for the Group's 
products, enable vertical integration of its 
manufacturing process, enhance the Group's asset base 
and improve its earnings which will ultimately benefit 
the shareholders of the Company.

The Company will continue to diversify and develop the 
internet business for education and the development of 
internet content provider business in the PRC and Hong 
Kong.

General

After the Acquisition, Advanced Technology will become 
an associated company of the Company. The Company is 
principally engaged in investment holding with its 
subsidiaries principally engaged in the design, 
development, maintenance and sale of a wide range of 
electronic calculators, digital timers, clocks, 
watches and databanks.

The SGM will be convened as soon as possible to consider 
and if thought fit, passing the resolutions to approve 
the allotment and issue of the Consideration Shares.

A circular containing, among other matters, further 
details of the Agreement and the notice of the special 
general meeting of the Company to approve the allotment 
and issue of the Consideration Shares will be 
despatched to the shareholders of the Company as soon 
as practicable.

Application will be made to the Stock Exchange for the 
listing of and permission to deal in the Consideration 
Shares.

By order of the board
Yue Fung International Group Holding Limited
Lee Wing Kan
Chairman
Hong Kong, 18 February 2000