09:35 CHINA SCI-TECH<00985> - Announcement & Resumption (1) 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. CHINA SCI-TECH HOLDINGS LIMITED (Incorporated in the Cayman Islands with limited liability) (Stock Code: 985) PLACING OF EXISTING SHARES AND TOP-UP SUBSCRIPTION OF NEW SHARES PLACING AGENT Kingston Securities Limited Placing On 7 January 2005, the Vendors entered into the Placing Agreement and the Top-Up Subscription Agreement with the Placing Agent and the Company respectively. Pursuant to the Placing Agreement, the Vendors have agreed to place, through the Placing Agent, 2,437,474,000 existing Shares, on a fully underwritten basis, to not fewer than six placees who are independent individual, corporate and/or institutional investors, and who and whose ultimate beneficial owners will not be connected person(s) (as defined in the Listing Rules) of the Company and will be independent third parties not connected with the Company and its connected persons, at a price of HK$0.04 per Share. Pursuant to the Top-Up Subscription Agreement, the Vendors conditionally agreed to subscribe for 2,437,474,000 Top-Up Subscription Shares at a price of HK$0.04 per Share. The Placing Shares (or the Top-Up Subscription Shares) of 2,437,474,000 Shares represent (i) about 19.14% of the existing issued share capital of the Company divided into 12,737,372,004 Shares; and ii) about 16.06% of the issued share capital of the Company divided into 15,174,846,004 Shares as enlarged by the issue of Top-Up Subscription Shares. The Placing Price (or the Top-Up Subscription Price) of HK$0.04, which is determined between the Placing Agents and the Vendors on 7 January 2005, represents (i) a premium of about 2.56% over the closing price of HK$0.039 per Share as quoted on the Stock Exchange on the Last Trading Date; (ii) a premium of about 8.70% over the average closing price per Share of about HK$0.0368 as quoted on the Stock Exchange for the last five trading days up to and including the Last Trading Date; and (iii) a premium of about 18.34% over the average closing price per Share of HK$0.0338 as quoted on the Stock Exchange for the last ten trading days up to and including the Last Trading Date. The Top-Up Subscription is conditional upon, amongst other things, (1) the Listing Committee of the Stock Exchange granting the listing of, and permission to deal in, the Top-Up Subscription Shares; and (2) the completion of the Placing. Shareholders should note that completion of the Top-Up Subscription Agreement is conditional. Shareholders and potential investors should exercise caution when dealing in the Shares. The gross proceeds from the Placing will be about HK$97.5 million. The net proceeds from the Top-up Subscription of about HK$94.5 million will be used for possible further investment in Shuanghuan by capital contribution in or acquisition of the registered capital of Shuanghuan and/or for property investment in Macau for retail or commercial purposes when opportunities are identified and as the Directors think appropriate. The Company confirms that, up to the date of this announcement, no negotiation has been commenced for the possible further investment in Shuanghuan with Shuanghuan Holdings nor for any property investment in Macau . In the event that no appropriate investment opportunity is identified by the Group, the net proceeds of about HK$94.5 will be retained for the general working capital purpose. As at the date of this announcement, there is no specific investment project identified by the Group. Please also refer to the announcement dated 18 November 2004 and the circular dated 31 December 2004 in relate to, amongst other things, the acquisition of the 25% of the registered capital of in Shuanghuan which constitutes a very substantial acquisition for the Company under the Listing Rules subject to the approval of the Shareholders at the EGM under Rule 14.49 of the Listing Rules to be held on 19 January 2005. Suspension and resumption of trading At the request of the Company, trading in Shares on the Stock Exchange was suspended from 9:30 a.m. on Friday, 7 January 2005 pending the release of this announcement. Application has been made by the Company to the Stock Exchange for the resumption of trading in Shares on the Stock Exchange with effect from 9:30 a.m. on Monday, 10 January 2005. THE PLACING AGREEMENT