09:28     CHINA SCI-TECH<00985> - Announcement (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)                                                         
                                                                              
    ANNOUNCEMENT                                                              
    POLL RESULTS OF THE EXTRORDINARY GENERAL MEETING                          
                                                                              
                                                                              
    The Board is pleased to announce that the ordinary resolutions            
    to approve (i) the Sale and Purchase Agreement and the transactions       
    contemplated thereunder and (ii) the Placing Agreement and the            
    transactions contemplated thereunder were duly passed by the              
    Shareholders by way of poll at the EGM held on 19th January               
    2005.                                                                     
                                                                              
                                                                              
    References are made to the announcement of China Sci-Tech Holdings        
    Limited (the `Company') dated 18th November 2004 and the circular to      
    its shareholders dated 31st December 2004 (the `Circular') regarding      
    (i) the Sale and Purchase Agreement and the transactions contemplated     
    thereunder and (ii) the Placing Agreement and the transactions            
    contemplated thereunder. Terms used herein shall have the same            
    meanings as defined in the Circular, unless otherwise stated.             
                                                                              
    The nature of the Acquisition constitutes a very substantial              
    acquisition for the Company under the Listing Rules. Brief details of     
    the Sale and Purchase Agreement and the Placing Agreement are as          
    follows:-                                                                 
                                                                              
    THE SALE AND PURCHASE AGREEMENT                                           
    The Purchaser, a wholly-owned subsidiary of the Company, entered          
    into the Sale and Purchase Agreement with Mr. Liu and Mr. Qi whereby      
    upon the terms and subject to the conditions set out therein, the         
    Vendors agreed to sell and the Purchaser agreed to purchase the Sale      
    Shares, of which as to 8,000 Sale Shares and 2,000 Sale Shares are        
    beneficially owned by Mr. Liu and Mr. Qi respectively. The total          
    consideration for the acquisition of the Sale Shares shall be             
    HK$60,000,000 and shall be paid to Mr. Liu and Mr. Qi as to               
    HK$48,000,000 and HK$12,000,000 respectively. Pursuant to the Sale        
    and Purchase Agreement, the Purchaser will acquire the entire issued      
    share capital of Tian Yang which holds 25  equity interests in            
    Shuanghuan which is a manufacturer of cars and trucks in the PRC.         
                                                                              
    THE PLACING AGREEMENT                                                     
    The Company entered into the Placing Agreement in respect of the          
    issue of the Convertible Notes in an aggregate principal amount of        
    HK$49,950,000 with the Placing Agent on a fully underwritten basis.       
                                                                              
                                                                              
    RESULTS OF THE EXTRAORDINARY GENERAL MEETING                              
    The Board is pleased to announce that the ordinary resolutions to         
    approve (i) the Sale and Purchase Agreement and the transactions          
    contemplated thereunder and (ii) the Placing Agreement and the            
    transactions contemplated thereunder were duly passed by the              
    Shareholders by way of poll at the EGM held on 19th January 2005 as       
    100% of the votes were cast in favour of each of the ordinary             
    resolutions. The voting results of the ordinary resolutions by way of     
    poll taken at the EGM are as follows:                                     
                                                                              
    Ordinary                        Number of       Total Number              
    Resolutions                     Votes Cast and  of Votes Cast             
                                    Percentage of                             
                                    Total Number                              
                                    of Votes                                  
                                    Cast                                      
                    For             Against                                   
    1. To consider  4,811,763,491   Nil (0%)        4,811,763,491             
    and approve     (100%)                          (100%)                    
    the Sale and                                                              
    Purchase                                                                  
    Agreement and                                                             
    the                                                                       
    transactions                                                              
    contemplated                                                              
    thereunder.*                                                              
    2. To consider  4,811,763,491   Nil (0%)        4,811,763,491             
    and approve     (100%)                          (100%)                    
    the Placing                                                               
    Agreement and                                                             
    the                                                                       
    transactions                                                              
    contemplated                                                              
    thereunder.*