09:49     QUALITY HEALTH<00593> - Announcement & Resumption (11)              

    to be issued in connection with the Offer                                 
                                                                              
    "Offer Price"   HK$2.00 per Share                                         
                                                                              
    "Overseas Shareholders" Shareholders whose addresses, as                  
    shown in the Register, are outside Hong Kong                              
                                                                              
    "Qualifying Shareholders"       Shareholders, other than Excluded         
    Shareholders, whose names appear on the Register at the close             
    of the Offer, which is currently expected to be 4:00 p.m. on              
    Thursday, 24th March 2005                                                 
                                                                              
    "Register"      the register of members of the Company                    
                                                                              
    "Repurchase Code"       the Hong Kong Code on Share Repurchases           
                                                                              
    "SGM"   the special general meeting of the Company to be convened         
    in connection with the Offer                                              
                                                                              
    "Shares"        shares of HK$0.10 each in the share capital of the        
    Company                                                                   
                                                                              
    "Shareholders"  holders of Shares                                         
                                                                              
    "SHKIL" Sun Hung Kai International Limited (a deemed licensed             
    corporation under the Securities and Futures Ordinance (Chapter           
    571 of the Laws of Hong Kong) for regulated activities of dealing         
    in securities, advising on securities and corporate finance,              
    and asset management) being the financial adviser to the Company          
    in respect of the Offer                                                   
                                                                              
    "Stock Exchange"        The Stock Exchange of Hong Kong Limited           
                                                                              
    "Takeovers Code"        the Hong Kong Code on Takeovers and Mergers       
                                                                              
    "Wah Cheong"    Wah Cheong Development (B.V.I.) Limited, a company        
    incorporated in the British Virgin Islands with limited                   
    liability (the entire issued share capital of which is owned              
    by Sun Hung Kai & Co. Limited, a company incorporated in Hong             
    Kong with limited liability, the shares of which are listed and           
    traded on the Stock Exchange with its stock code being 86) which          
    holds 64,373,594 Shares (representing approximately 29.71% of             
    all the issued Shares as at the date hereof)                              
                                                                              
    "Whitewash Waiver"      a waiver by the Executive in respect of the       
    obligation of Wah Cheong (and its concert parties) to make a              
    mandatory general offer in accordance with Rule 26 of the                 
    Takeovers Code for all the Shares not held by it (or them), which         
    may otherwise arise as a result of the completion of the Offer            
                                                                              
    "Warrants"      the outstanding warrants in an aggregate amount           
    HK$108,310,940 as at the date hereof issued by the Company,               
    conferring rights to subscribe up to 43,324,376 Shares at an              
    initial subscription price of HK$2.50 per Share (subject to               
    adjustment) at any time from 14th January 2004 up to and including        
    13th January 2007                                                         
                                                                              
    DIRECTORS OF THE COMPANY                                                  
                                                                              
    As at the date of this announcement, the executive directors              
    of the Company are Mr. Arthur George Dew, Dr. Lincoln Chee Wang           
    Jin and Mr. Mark Wong Tai Chun, the non-executive directors of            
    the Company are Mr. Richard Owen Pyvis and Mr. Brian Damian               
    O'Connor and the independent non-executive directors of the               
    Company are Mr. Li Chak Hung, Mr. Carlisle Caldow Procter and             
    Mr. Chang Chu Fai Johnson Francis.                                        
                                                                              
    RESPONSIBILITY STATEMENT