09:53     SOUTH CHINA BRO<00619> - 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.                   
                                                                              
    South China Brokerage Company Limited                                     
    (Incorporated in Hong Kong Special Administrative Region of               
    the People's Republic of China with limited liability)                    
    (Stock code: 619)                                                         
                                                                              
    PRIVATE PLACING OF LISTED WARRANTS                                        
                                                                              
    The Directors announce that on 25 January 2005, the Warrant Placing       
    Agreement was entered into between the Company and South China            
    Securities Limited in relation to the placing of 970,000,000 Warrants at  
     HK$0.026 each, entitling the holders thereof to subscribe for Shares,    
    on a best effort basis. The Placing Agent will procure the Warrant        
    Placees of not less than 100 to subscribe for the Warrants.               
                                                                              
    The Warrants will be issued in registered form entitling holders to       
    subscribe for Shares at the initial subscription price of HK$0.1012 per   
    Share (subject to adjustment) at any time on or after the date of issue.  
                                                                              
                                                                              
    Completion of the Warrant Placing is conditional upon fulfillment of the  
     conditions as stated below.                                              
                                                                              
    Net proceeds of the Warrant Placing of approximately HK$25 million will   
    be used for the purpose of general working capital of the Company.        
                                                                              
    The Company will apply to the Listing Committee of the Stock Exchange     
    for the listings of, and permission to deal in, the Warrants and the new  
     Shares that may fall to be issued upon exercise of the subscription      
    rights attached to the Warrants.                                          
                                                                              
    At the request of the Company, trading in the Shares was suspended from   
    9:31 a.m. on 25 January 2005. Application has been made to the Stock      
    Exchange for the resumption of trading of the Shares with effect from     
    9:30 a.m. on 27 January 2005.                                             
                                                                              
    A.   Warrant Placing Agreement Dated 25 January 2005                      
                                                                              
    1.   Placing agent                                                        
                                                                              
    South China Securities Limited, a wholly-owned subsidiary of the          
    Company.                                                                  
                                                                              
    2.   Independence of the Warrant Placees                                  
                                                                              
    The Placing Agent will procure the Warrant Placees of not less than 100   
    to subscribe for the Warrants. The Warrant Placees will be independent    
    of, and not connected with and not acting in concert with, the            
    directors, chief executive and substantial shareholders of the Company    
    or its subsidiaries, or any of their respective associates (as defined    
    in the Listing Rules).                                                    
                                                                              
    3.   Amount of Warrants                                                   
                                                                              
    970,000,000 Warrants exercisable in units of subscription rights of       
    HK$0.1012 each will be issued, entitling the holders thereof to           
    subscribe up to a maximum amount of HK$98.164 million for the new         
    Shares.                                                                   
                                                                              
    Upon full exercise of the subscription rights attached to the Warrants,   
    970,000,000 new Shares will fall to be issued, representing               
    approximately 19.95% of the Company's existing issued share capital of    
    4,861,990,940 Shares and approximately 16.63% of the Company's issued     
    share capital of 5,831,990,940 Shares as enlarged by the issue of such    
    new Shares.                                                               
                                                                              
    4.   Exercise period                                                      
                                                                              
    The exercise period of the Warrants is one year from the date of issue    
    of the Warrants.                                                          
                                                                              
    5.   Warrant Placing Price and Warrant Subscription Price                 
                                                                              
    The Warrant Placing Price is HK$0.026 and the proceeds to be received by  
     the Company is approximately HK$25.22 million, before expenses. The net  
     price of the Warrant will be HK$0.0258.                                  
                                                                              
    The aggregate of the Warrant Placing Price and the Warrant Subscription   
    Price of HK$0.1272 per Share represents a discount of approximately 20%   
    to the closing price of HK$0.159 per Share quoted on the Stock Exchange