09:57     RUILI HOLD<00491> - Announcement (2)                                

    Mr. Yu Kam Kee, Lawrence, m.b.e., j.p.1  2,872,938,146  27.07             
    2,872,938,146  24.87  71,823,453  24.87  71,823,453     13.98Holder of the
    2003 Convertible Bonds2  -   -   888,888,888  7.69  22,222,222  7.69      
    22,222,222      4.32Holder of the Share Options3  -   -   50,000,000  0.43
                                                                              
    1,250,000  0.43  1,250,000      0.24Public  7,741,185,986  72.93          
    7,741,185,986  67.01  193,529,649  67.01  193,529,649   37.67Placees  -   
    -   -   -   -   -   225,000,000 43.79                                     
                                                                              
      10,614,124,132  100  11,553,013,020  100  288,825,324  100              
    513,825,324     100                                                       
                                                                              
    Note 1:  Mr. Yu Kam Kee, Lawrence, M.B.E., J.P. is an executive           
    director and the chairman of the Company.                                 
                                                                              
    Note 2:  A total of 888,888,888 new Shares resulting from the             
    conversion of the 2003 Convertible Bonds were duly issued and allotted    
    by the Company on 29 November 2004.                                       
                                                                              
    Note 3:  Assuming a total of 50,000,000 new Shares are duly issued and    
    allotted by the Company after receiving the exercise notice for the       
    exercise of the Share Options on 29 November 2004. The holder of the      
    Share Options is Mr. Wu Jiahong, who is an executive director of the      
    Company.                                                                  
                                                                              
    As stated in the Circular, assuming that all the Placing Shares are       
    successfully placed by the Placing Agent and after taking into account    
    that 888,888,888 new Shares were issued and allotted on 29 November       
    2004 as a result of the full conversion of the 2003 Convertible Bonds     
    and 50,000,000 new Shares to be issued and allotted pursuant to the       
    exercise notice received by the Company on 29 November 2004 for the       
    exercise of the Share Options, the Placing Shares represent               
    approximately 77.90% of the issued share capital of the Company and       
    approximately 43.79% of the issued share capital of the Company as        
    further enlarged by the Placing, whether before or after the Share        
    Consolidation becoming effective.                                         
                                                                              
    REVISED USE OF PLACING PROCEEDS                                           
                                                                              
    As stated in the Placing Announcement, HK$17 million (the "Fund") of      
    the net proceeds from the Placing of approximately HK$87 million was      
    originally reserved for the redemption of the 2003 Convertible Bonds      
    and the related interest incurred. However, as the 2003 Convertible       
    Bonds have been fully converted on 29 November 2004, approximately        
    HK$1.3 million of the Fund will be used for the payment of the interest   
    for the 2003 Convertible Bonds and the remaining balance of the Fund      
    will be used for the additional general working capital of the Company    
    instead.                                                                  
                                                                              
    By Order of the Board of                                                  
    Ruili Holdings Limited                                                    
    Carl Chang                                                                
    Executive Director                                                        
                                                                              
    Hong Kong, 30 November 2004                                               
                                                                              
    As at the date of this announcement, the Board comprises Mr. Yu Kam       
    Kee, Lawrence M.B.E., J.P. (Chairman), Mr. Carl Chang (Chief Executive    
    Officer), Mr. Yu Kam Yuen, Lincoln, Mr. Wu Jiahong and Mr. Liao Chongde   
    as executive Directors, Mr. Li Fui Lung, Danny, Mr. Ng Hoi Yue, Herman    
    and Mr. John Paul McLellan as independent non-executive Directors.