11:20     ZHEJIANG GLASS<00739> - Announcement & Resumption (6)               

        Shares  %  Shares   %                                                 
                                                                              
    (1)  Non-listed Domestic Shares                                           
                                                                              
      - Mr Feng Guangcheng  384,000,000  66.36  384,000,000  44.72            
      - Mr Feng Liwen  4,000,000  0.69  4,000,000  0.4658                     
      - Mr Feng Guangji  4,000,000  0.69  4,000,000  0.4658                   
      - Mr Xu Haichao  4,000,000  0.69  4,000,000  0.4658                     
      - Mr Jin Jinlong  4,000,000  0.69  4,000,000  0.4658                    
                                                                              
                                                                              
      Total number of                                                         
        Domestic Shares  400,000,000  69.12  400,000,000  46.58               
                                                                              
                                                                              
    (2)  Listed Shares                                                        
                                                                              
      - H Shares  178,713,000  30.88  178,713,000  20.81                      
      - A Shares  -  -  280,000,000  32.61                                    
                                                                              
                                                                              
      Total number of                                                         
        listed Shares  178,713,000  30.88  458,713,000  53.42                 
                                                                              
                                                                              
    (3)  Total number of Shares  578,713,000  100.00  858,713,000  100.00     
                                                                              
                                                                              
    B.  PROPOSED AMENDMENTS TO THE ARTICLES                                   
                                                                              
    In light of the A Share Issue and to enhance corporate governance,        
    certain amendments are proposed to be made to the Articles. Such          
    proposed amendments to the Articles are subject to Shareholders'          
    approval at the EGM, and the obtaining of any approval, endorsement or    
    registration (as applicable) from or with the relevant PRC authorities.   
                                                                              
    The proposed amendments deal with matters relating to a number of         
    areas, including, among other things:                                     
                                                                              
    (a)  alteration of the Company's registered capital and shareholding      
    structure;                                                                
                                                                              
    (b)  regulations on the proceedings of general meetings;                  
                                                                              
    (c)  regulations on the election and appointment of Directors and         
    supervisors;                                                              
                                                                              
    (d)  regulations on the rights and obligations of shareholders,           
    Directors, supervisors and managers;                                      
                                                                              
    (e)  provisions in relation to the rules and procedures of general        
    meetings, Board meetings and Supervisory Committee meetings;              
                                                                              
    (f)  procedures for approving connected transactions (in accordance       
    with the requirements of CSRC); and                                       
                                                                              
    (g)  other provisions as required by any applicable laws and              
    regulations for companies with A Shares in issue.                         
                                                                              
    Details regarding the proposed amendments to the Articles will be set     
    out in the circular and the notice to the Shareholders.                   
                                                                              
    C.  RESIGNATION OF DIRECTORS AND APPOINTMENT OF NEW INDEPENDENT           
    NON-EXECUTIVE DIRECTOR                                                    
                                                                              
    Due to personal reasons and other engagement, two executive Directors,    
    namely Mr Feng Liwen and Mr Xu Haichao, and two non-executive             
    Directors, namely Mr Di Xiaofeng and Mr Zhang Yingsheng, submitted        
    their resignation on 4 January 2005 and their resignation were accepted   
    by the Board on the same date. All the above Directors resigned at        
    their own accord. All of the resigned Directors confirmed that there      
    was no disagreement with the other members of the Board and there were    
    no matters which need to be brought to the attention of the               
    Shareholders. The resignation of each of the above Directors became       
    effective on 4 January 2005.                                              
                                                                              
    In order to comply with the requirement of the relevant PRC laws and      
    regulations in respect of corporate governance of listed issuers in the   
    PRC, the Board nominated Mr Su Gong Mei as the candidate for the          
    position of an independent non-executive Director with the intention      
    that the number of independent non-executive Directors will amount to     
    not less than one-third of the total number of Directors. An ordinary     
    resolution to consider and approve the appointment of Mr Su will be       
    proposed at the EGM.