09:54     SOUTH CHINA BRO<00619> - Announcement & Resumption (3)              

    which were arrived at after arm's length negotiations between the         
    Company and the Placing Agent, are fair and reasonable and are in the     
    interests of the Company.                                                 
                                                                              
    3.   Application for listing                                              
                                                                              
    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.                                          
                                                                              
    4.   Completion of the Warrant Placing and the issue of Warrants          
                                                                              
    Subject to the satisfaction of the conditions of the Warrant Placing as   
    referred to in paragraph 8 headed "Conditions of the Warrant Placing"     
    above, the Warrants are expected to be issued and allotted by the         
    Company on 2 March 2005.                                                  
                                                                              
    5.   Dealings in the Warrants                                             
                                                                              
    Subject to the satisfaction of the conditions of the Warrant Placing as   
    referred to in paragraph 8 headed "Conditions of the Warrant Placing"     
    above, it is expected that the relevant Warrant certificates will be      
    despatched on or about 3 March 2005. Dealings in the Warrants are         
    expected to commence on 4 March 2005. Should there be any changes on the  
     expected timetable, further announcement will be made.                   
                                                                              
    The Warrants will be traded in board lots of 100,000 units carrying       
    rights to subscribe for 100,000 Shares. A brokerage fee of 1 per cent.,   
    an investor compensation levy of 0.002 per cent., Stock Exchange trading  
     fee of 0.005 per cent. and SFC transaction levy of 0.005 per cent. of    
    the Warrant Subscription Price are payable by the Warrant Placees in      
    respect of each Warrant allotted.                                         
                                                                              
    6.   Prospectus of the Warrant Placing                                    
                                                                              
    A listing document containing further information relating the Warrant    
    Placing will be despatched to the shareholders of the Company as soon as  
     practicable for information purpose only.                                
                                                                              
    7.   Shareholding of the existing substantial shareholder                 
                                                                              
    As at the date of this announcement, the Controlling Shareholders are     
    directly and indirectly interested in approximately 74.97 per cent. of    
    the existing issued share capital of the Company. Upon exercise in full   
    of the subscription rights attached to the Warrants at the Subscription   
    Price, 970,000,000 new Shares will be allotted and issued and the         
    shareholding of the Controlling Shareholders would be reduced to          
    approximately 62.5 per cent. of the issued share capital of the Company   
    as enlarged by the allotment and issue of such new Shares.                
                                                                              
    8.   Prior Year Fund Raising                                              
                                                                              
    No fund raising activities have been made by the Company in the 12        
    months immediately before the date of this announcement.                  
                                                                              
    9.   Suspension and resumption of trading of Shares                       
                                                                              
    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.                                             
                                                                              
    Definitions                                                               
                                                                              
    "Company"   South China Brokerage Company Limited, a company              
    incorporated in Hong Kong with limited liability and the shares of which  
     are listed on the Stock Exchange                                         
                                                                              
    "Controlling Shareholders"   South China Holdings Limited and its         
    associates                                                                
                                                                              
    "Directors"   directors of the Company                                    
                                                                              
    "Group"   the Company and its subsidiaries                                
                                                                              
    "Hong Kong"   the Hong Kong Special Administrative Region of the          
    People's Republic of China                                                
                                                                              
    "HK$"   Hong Kong dollars                                                 
                                                                              
    "Listing Rules"   Rules Governing the Listing of Securities on the Stock  
     Exchange                                                                 
                                                                              
    "SFC"   the Securities and Futures Commissions of Hong Kong