Latest News Dated: 20 Feb 2004

Further to the announcements made by Inno-Pacific Holdings Ltd (the "Company") on 19 September 2003, 9 October and 23 October 2003, the Board of Directors of the Company wishes to announce that the Company has today entered into an amendment agreement (the "Amendment Agreement") with Mr Lim Cheng Yong (the "Vendor") to vary the Sale and Purchase Agreement dated 19 September 2003 in respect of the Company's proposed acquisition of 51% of the issued and paid-up share capital of RR Industrial Packaging & Design Services Pte Ltd ("RR Industrial").

The total consideration for the acquisition of S$3,000,000 was arrived on the basis that the prospective net profit after tax of RR Industrial, warranted and guaranteed by the Vendor, will not be less than S$1,200,000 for a continuous period of 12 months (the "Warranty Period"), which shall not end later than 31 December 2004.

The total consideration of S$3,000,000 will be satisfied by the allotment and issuance of 60 million new ordinary shares of S$0.01 each in the Company (the "Consideration Shares") to the Vendor. The Consideration Shares will represent approximately 12.58% of the enlarged issued share capital of the Company.

Pursuant to the Amendment Agreement, the parties have agreed, inter alia , that the Company shall allot and issue to an escrow agent (the "Escrow Agent") the Consideration Shares to be held in a securities account (the "Escrow Shares") maintained by the Escrow Agent as stakeholder in accordance with the terms set out in the Escrow Agreement.

The Escrow Shares will be released to the Vendor if the audited financial statements of RR Industrial for the Warranty Period show a net profit after tax of at least S$1,200,000.

In the event that there is no net profit after tax or the net profit after tax of RR Industrial for the Warranty Period shall be less than S$1,200,000, the Vendor shall reimburse the Purchaser for the amount of such profit shortfall within 7 days upon the approval and completion of the audit of the financial statements of RR Industrial. In connection with the reimbursement, the Vendor shall use either his own sources of funds or the funds from the sale of the Escrow Shares as contemplated in the Escrow Agreement. Where the net proceeds from the sale of the Escrow Shares are not sufficient to cover the profit shortfall, the Vendor shall reimburse the Purchaser the balance of the profit shortfall in cash.

Submitted by Lee Koh Sing , Company Secretary on 20/02/2004 to the SGX

Acquisition of shares in RR Industrial Packaging & Design Services Pte Ltd
20 Feb, 2004


Further to the announcements made by Inno-Pacific Holdings Ltd (the "Company") on 19 September 2003, 9 October and 23 October 2003, the Board of Directors of the Company wishes to announce that the Company has today entered into an amendment agreement (the "Amendment Agreement") with Mr Lim Cheng Yong (the "Vendor") to vary the Sale and Purchase Agreement dated 19 September 2003 in respect of the Company's proposed acquisition of 51% of the issued and paid-up share capital of RR Industrial Packaging & Design Services Pte Ltd ("RR Industrial"). The total consideration for the acquisition of S$3,000,000 was arrived on the basis that the prospective net profit after tax of RR Industrial, warranted and guaranteed by the Vendor, will not be less than S$1,200,000 for a continuous period of 12 months (the "Warranty Period"), which shall not end later than 31 December 2004. The total consideration of S$3,000,000 will be satisfied by the allotment and issuance of 60 million new ordinary shares of S$0.01 each in the Company (the "Consideration Shares") to the Vendor. The Consideration Shares will represent approximately 12.58% of the enlarged issued share capital of the Company. Pursuant to the Amendment Agreement, the parties have agreed, inter alia , that the Company shall allot and issue to an escrow agent (the "Escrow Agent") the Consideration Shares to be held in a securities account (the "Escrow Shares") maintained by the Escrow Agent as stakeholder in accordance with the terms set out in the Escrow Agreement. The Escrow Shares will be released to the Vendor if the audited financial statements of RR Industrial for the Warranty Period show a net profit after tax of at least S$1,200,000. In the event that there is no net profit after tax or the net profit after tax of RR Industrial for the Warranty Period shall be less than S$1,200,000, the Vendor shall reimburse the Purchaser for the amount of such profit shortfall within 7 days upon the approval and completion of the audit of the financial statements of RR Industrial. In connection with the reimbursement, the Vendor shall use either his own sources of funds or the funds from the sale of the Escrow Shares as contemplated in the Escrow Agreement. Where the net proceeds from the sale of the Escrow Shares are not sufficient to cover the profit shortfall, the Vendor shall reimburse the Purchaser the balance of the profit shortfall in cash. Submitted by Lee Koh Sing , Company Secretary on 20/02/2004 to the SGX