N P H INT'L<0182> - 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.


N P H International Holdings Limited
(incorporated in Bermuda with limited liability)


Change of single largest Shareholder

Summary
The board of directors (the "Board") of N P H International Holdings 
Limited (the "Company") announce that it has been notified by the single 
largest shareholder and the chairman of the Company, Mr. Yau Wai Ming, 
that he signed an agreement with Hong Tau Investment Limited ("Hong Tau") 
on 31 May 1999 pursuant to which Mr. Yau as the beneficial owner agreed to 
sell to Hong Tau the only issued share in Victory Hunter Holdings Limited 
("Victory Hunter") for HK$1.00 and that the sale was completed on 31 May 
1999 immediately after the agreement was signed. Victory Hunter holds 
approximately 24% of the shares in the Company.

Date of Agreement: 31 May 1999

Parties:
Seller: Mr. Yau Wai Ming, the chairman of the Company, as the beneficial 
owner
Purchaser:      Hong Tau, which is a company incorporated in the British 
Virgin Islands and is owned as to 51% by Welcome Success Worldwide Ltd 
(which is owned equally as to 50% by each of two directors of the Company, 
Mr. Sun Hiu Lu and Mr. Chu Kwan), and as to 49% by H.H.K. Finance Company 
Limited ("H.HK"). Neither Mr. Sun Hiu Lu nor Mr. Chu Kuan has a casting 
vote or control of Welcome Success Worldwide Ltd. Each of Ms. Huang Shuyun 
and Mr. Zhao Dake, a director of the Company and several of its 
subsidiaries respectively, is a director of HHK and Ms. Huang Shuyun is 
also a director of the parent company of HHK. HHK is a private 
company incorporated in Hong Kong with limited liability. Save as 
disclosed herein, Hong Tau was independent of the Company and did not hold 
any shares in the Company prior to the transaction. HHK is owned as to 80% 
by Heilongjiang Economic Development Corp. and as to 20% by Heilongjiang 
International Trust Investment Corp. Both of Heilongjiang Economic 
Development Corp. and Heilongjian International Trust Investment Corp. are 
PRC state-owned enterprises. Heilongjiang Economic Development Corp. is 
under the administration of the Heilongjiang Provincial Finance Department 
whereas Heilongjiang International Trust Investment Corp. is under the 
administration of the Heilongjiang Provincial Government. As a creditor to 
and shareholder of Profit Might (please see below), HHK had procured the 
appointment of Ms. Huang Shuyun and Mr. Zhao Dake as director of the 
Company and several of its subsidiaries respectively in order to be able 
to monitor the financial position of Profit Might.

Reasons for the transaction:
The one share in Victory Hunter, which is the subject of sale under the 
agreement, was registered in the name of Profit Might International 
Limited ("Profit Might"), which held the share as nominee in trust for Mr. 
Yau. Profit Might is owned as to 40% by Mr. Yau, as to 30% by HHK and as 
to 30% by a company which is owned as to 20% by Mr. Sun Hiu Lu, as to 33% 
by Mr. Chu Kwan and as to the rest by independent third parties ("Company 
X"). In May 1997, Profit Might borrowed an amount of approximately 
US$5,000,000 from HHK, an amount of US$3,000,000 from Company X and an 
amount of US$2,000,000 from another unrelated party. Since incorporation, 
Victory Hunter has been incurring losses and owes a bank in Hong Kong an 
amount of HK$70,000,000, secured by all the shares in the Company 
registered in the name of Victory Hunter, being approximately 24% of the 
shares in the Company. Victory Hunter currently has a negative asset 
value. The transaction will have no effect on the abovementioned loans 
outstanding and owing by Profit Might and the shares in the Company 
registered in the name of Victory Hunter will remain pledged to 
the bank.

In view of the financial positions of Profit Might and Victory Hunter, Mr. 
Yau agreed to transfer the only issued share in Victory Hunter to Hong 
Tau. It is expected that Hong Tau will be in a better position to procure 
new funds to be injected into Victory Hunter and thereby improve its 
financial position.

Purchase Price:
The purchase price, being HK$1.00, has been determined by the parties 
after arm's length negotiations and taking into account the net deficit of 
Victory Hunter as reflected in its unaudited accounts for the year ended 
31 March 1999.

Completion:
Completion took place on 31 May 1999 immediately after the agreement was 
signed.

Change of directors:
Mr. Yau resigned from the Board with effect from 31 May, 1999 and Hong Tau 
will appoint Mr. Sun Hiu Lu, Ms. Huang Shuyun, Mr. Chu Kwan and Mr. Zhao 
Dake as new directors of Victory Hunter and Mr. Zhao Dake as new director 
of the Company.

Mr. Sun Hiu Lu and Ms. Huang Shuyun will be the Chairman and Deputy 
Chairman of the Company respectively.

Impact on the Company:
It is expected that a change in the single largest shareholder of the 
Company will not have negative impact on the Company.

Hong Tau's intentions with respect to the Company and its subsidiaries:
Hong Tau will review the financial and trading positions of the Company 
and its subsidiaries and will then determine the business plans for the 
Company and its subsidiaries and as to whether the shares in the Company 
registered in the name of Victory Hunter shall be redeemed from the bank. 
Hong Tau intends to hold its interest in the Company as long-term 
investment.

General Information:
Save as disclosed herein, the directors of the Company are not otherwise 
interested in the Company or Hong Tau.


By order of the Board
N P H International Holdings Limited
Sun Hiu Lu
Deputy Chairman


Hong Kong, 31 May, 1999