09:16     XIN CORP<01141> - Announcement & Resumption (3)                     

    Share certificates:                                                       
    Subject to fulfillment of the conditions of the Open Offer, share         
    certificates for fully-paid Offer Shares are expected to be posted        
    at the risk of Shareholders on or before Thursday, 24th February,         
    2005.                                                                     
                                                                              
    Rights of the Overseas Shareholders:                                      
    If at the close of business on the Record Date a Shareholder's            
    address on the Company's register of members is in a place outside        
    Hong Kong, that Shareholder may not be eligible to take part in           
    the Open Offer as documents to be issued in connection with the           
    Open Offer will not be registered and/or filed under the                  
    applicable securities legislation of any jurisdiction other than          
    Hong Kong and Bermuda. The Board will make enquiries as required          
    under the Listing Rules as to whether the issue of Offer Shares           
    to any Overseas Shareholder may contravene the applicable                 
    securities legislation of the place of residence of that Overseas         
    Shareholder or the regulations of the relevant regulatory body            
    or stock exchange in that place. If, after making such enquiry,           
    the Board is of the opinion that it would be necessary or expedient,      
    on account either of the legal restrictions under the laws of the         
    relevant place or any requirement of the relevant regulatory body         
    or stock exchange in that place, not to offer Offer Shares to such        
    Overseas Shareholders, no provisional allotment of Offer Shares           
    will be made to such Overseas Shareholders. Accordingly, the Open         
    Offer will not be extended to the Excluded Shareholders. The              
    Company will send the Open Offer prospectus to the Excluded               
    Shareholders for their information only but will not send the             
    Application Forms and the Excess Application Forms to the Excluded        
    Shareholders.                                                             
                                                                              
    Application for excess Offer Shares:                                      
    The Qualifying Shareholders may apply for any unsold entitlements         
    of the Excluded Shareholders and any Offer Shares provisionally           
    allotted but not accepted by the Qualifying Shareholders.                 
    Application can be made by completing the Excess Application Forms        
    and lodging the same with remittance of the aggregate Subscription        
    Price payable for the excess Offer Shares. The Directors will             
    allocate the excess Offer Shares at their discretion and on a fair        
    and equitable basis and will give preference to topping up odd            
    lots to whole board lots.                                                 
                                                                              
    Application for listing:                                                  
    The Company will apply to the Listing Committee of the Stock              
    Exchange for the listing of, and permission to deal in, the Offer         
    Shares. Dealings in Offer Shares on the Hong Kong branch register         
    of members will be subject to the payment of stamp duty in Hong           
    Kong.                                                                     
                                                                              
    UNDERTAKING OF THE CONTROLLING SHAREHOLDER                                
    As at the date of this announcement, Vision Century, the                  
    controlling shareholder of the Company, is interested in                  
    682,095,950 Shares representing approximately 61.9% of the                
    existing issued share capital of the Company. Vision Century has          
    irrevocably undertaken to the Company and the Underwriter that            
    it will subscribe for the 341,047,975 Offer Shares that it will           
    be entitled to apply for on an assured basis under the Open Offer.        
    As at the date of this announcement, Vision Century has yet to            
    decide whether it would apply for any excess Offer Shares.                
                                                                              
    UNDERWRITING AGREEMENT DATED 13TH JANUARY, 2005                           
    Pursuant to the Underwriting Agreement, the Underwriter has               
    agreed to fully underwrite the Offer Shares not taken up by Vision        
    Century, which will amount to a minimum of 210,312,120 Offer              
    Shares and a maximum of 214,766,607 Offer Shares.                         
                                                                              
    The Underwriter is independent of, and not connected with the             
    Company and its connected persons (as defined under the Listing           
    Rules).                                                                   
                                                                              
    Commission and other payment:                                             
    The Company will pay to the Underwriter an underwriting commission        
    at 2.5% of the aggregate Subscription Price of the number of Offer        
    Shares not taken up by Vision Century. The underwriting commission        
    will range from approximately HK$210,312 to approximately                 
    HK$214,767.                                                               
                                                                              
    Termination of the Underwriting Agreement:                                
    The Underwriter may terminate the arrangements set out in the             
    Underwriting Agreement by notice in writing to the Company at any         
    time up to 4:00 p.m. on the Settlement Date, if at any time prior         
    to 4:00 p.m. on the Settlement Date: