STATUS ON RESUMPTION

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited 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.

CLIMAX INTERNATIONAL COMPANY LIMITED

(Incorporated in Bermuda with limited liability)

(Stock code: 0439)

STATUS ON RESUMPTION

Financial Adviser
STATUS ON RESUMPTION
The Company is pleased to announce that the Stock Exchange decided to allow the Company to proceed with the Resumption Proposal subject to the Resumption Conditions to be fulfilled by 13 June 2012.
This announcement is made pursuant to Rule 13.09(1) of the Listing Rules.
BACKGROUND
On 22 September 2008, the ICAC executed a search warrant at the then Company's principal place of business in Hong Kong. The Company was informed by the ICAC that certain then officers of the Group were arrested for offences under the Prevention of Bribery Ordinance and Theft Ordinance on the same day.
On 23 September 2008, trading of the Shares was suspended at the request of the Company pending the release of an announcement in relation to price sensitive information.
On 28 January 2010, the Stock Exchange informed the Company that in view of the prolonged suspension of trading in the Shares, the delisting procedures set out in Practice Note 17 to the Listing Rules have been applied to the Company and the first delisting stage commenced on 23 September 2008.
On 10 August 2010, the Stock Exchange has decided to place the Company in the second stage of delisting under Practice Note 17 to the Listing Rules with effect from 10 August
2010.

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On 20 January 2011, the Company submitted the Resumption Proposal for the purpose of seeking approval of the Stock Exchange on the Resumption. Transactions contemplated under the Resumption Proposal include capital reorganization (involving share consolidation, capital reduction and share subdivision), an acquisition of a paper business (the

''Acquisition''), a subscription of new shares by an investor (the ''Subscription''), an open offer of new shares fully underwritten by underwriters (the ''Open Offer'') and a bonus issue of shares to existing Shareholders (the ''Bonus Issue'').

STATUS ON RESUMPTION
The Company is pleased to announce that the Stock Exchange decided to allow the Company to proceed with the Resumption Proposal subject to the following Resumption Conditions to be fulfilled by 13 June 2012 :
1. Completion of the Acquisition, the Subscription, the Open Offer, the Bonus Issue and all transactions contemplated under the Resumption Proposal.
2. Inclusion in the Circular the following:
(a) detailed disclosure of the Resumption Proposal which is comparable to prospectus standards;
(b) profit forecasts of the target group of the Acquisition and the enlarged Group for each of the two years ending 31 March 2013 together with reports from the auditors and the financial adviser under paragraph 29(2) of Appendix 1b of the Listing Rules; and
(c) a pro forma balance sheet upon completion of the Acquisition, the Subscription, the
Open Offer and the Bonus Issue and a comfort letter from the auditors under Rule
4.29 of the Listing Rules.
3. Informing the market of all material information relating to the ICAC Investigation and its implications on the Company.
4. Provision of an internal control review report before resumption confirming the Group has an adequate and effective internal control system.
The Company should also comply with the Listing Rules. The Stock Exchange may modify the Resumption Conditions if the Company's situation changes.
The Company will publish a separate announcement setting out the details of the transactions contemplated under the Resumption Proposal in due course.

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CONTINUED SUSPENSION OF TRADING IN THE SHARES
Trading in the Shares on the Stock Exchange has been suspended since 23 September
2008. Until satisfaction of all the Resumption Conditions set by the Stock Exchange, trading in the Shares will continue to be suspended. The release of this announcement does not indicate that the Shares will resume trading. Shareholders should note that the Shares may be delisted by the Stock Exchange in the event that the Company fails to satisfy all the Resumption Conditions within the time stipulated by the Stock Exchange. Accordingly, Shareholders and potential investors are advised to exercise caution when dealing in the Shares up to the date when the Resumption Conditions are satisfied.
DEFINITIONS
In this announcement, the following expressions have the meanings set out below unless the context requires otherwise.

''Board'' board of directors

''Circular'' a circular of the Company in relation to, inter alia, the transactions under the Resumption Proposal to be despatched to the Shareholders

''Company'' Climax International Company Limited (Stock code: 439), a company incorporated in Bermuda with limited liability and the Shares of which are listed on the Stock Exchange

''Group'' the Company and its subsidiaries

''ICAC'' the Independent Commission Against Corruption

''ICAC Investigation'' the investigation by the ICAC

''Listing Rules'' the Rules Governing the Listing of Securities on the Stock

Exchange

''Resumption'' the resumption of trading in the Shares on the Stock

Exchange

''Resumption Conditions'' the conditions for the Resumption as set out in the letter dated 14 December 2011 from the Stock Exchange to the Company

''Resumption Proposal'' the proposal of the Company dated 20 January 2011 for the purpose of seeking approval of the Stock Exchange on the Resumption and the subsequent related submissions to the Stock Exchange

''Shareholders'' holders of the Shares

''Shares'' ordinary shares of HK$0.01 each in the share capital of the

Company

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''Stock Exchange'' The Stock Exchange of Hong Kong Limited

By order of the Board
Climax International Company Limited
Wong Hin Shek
Executive Director
Hong Kong, 16 January 2012
As at the date of this announcement, the Board comprises one executive director, namely Mr. Wong Hin Shek; and three independent non-executive directors, namely Mr. Lau Man Tak, Mr. Man Kwok Leung and Dr. Wong Yun Kuen.

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