09:44     CHAODA MODERN<00682> - 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.                   
                                                                              
    This announcement is not an offer to sell or a solicitation of an offer   
    to buy any securities and neither this announcement nor anything herein   
    forms the basis for any contract or commitment whatsoever. Neither this   
    announcement nor any copy thereof may be taken into or distributed in     
    the United States. Securities may not be offered or sold in the United    
    States absent registration or an exemption from registration under the    
    Securities Act. The Company does not intend to register any part of the   
    proposed offering in the United States. The securities described herein   
    will be sold in accordance with all applicable laws and regulations.      
                                                                              
    CHAODA MODERN AGRICULTURE (HOLDINGS) LIMITED                              
    (Incorporated with limited liability under the laws of the Cayman         
    Islands)                                                                  
    (Stock Code: 682)                                                         
                                                                              
    DISCLOSURE PURSUANT TO RULE 13.09 OF THE LISTING RULES                    
    PROPOSED NOTES ISSUE DUE 2010                                             
                                                                              
    Further to the announcement made by the Company on 19 January 2005, the   
    Company and the Initial Purchasers entered into the Purchase Agreement    
    pursuant to which the Initial Purchasers have conditionally agreed to     
    purchase the Notes in the aggregate principal amount of US$225 million    
    (approximately equivalent to HK$1,755 million), which are                 
    unconditionally and irrevocably guaranteed by the initial Subsidiary      
    Guarantors, each a wholly-owned subsidiary of the Company. The Company    
    and a Subsidiary Guarantor Pledgor have agreed to pledge the Collateral   
    to secure the Notes and the Subsidiary Guarantees.                        
                                                                              
    The Company intends to use the net proceeds arising from the Notes Issue  
    to finance capital expenditures, including the expansion of its           
    production bases, and for general corporate purposes.                     
                                                                              
    Completion of the Notes Issue is subject to the satisfaction of certain   
    conditions in the Purchase Agreement.                                     
                                                                              
    As the Notes Issue may or may not complete, shareholders of the Company   
    and potential investors are advised to exercise caution when dealing in   
    the shares of the Company.                                                
                                                                              
    The Notes have been assigned a rating of "Ba3" by Moody's and "BB" by     
    S&P. A credit rating is not a recommendation to buy, sell or hold         
    securities and may be subject to revision, suspension or withdrawal at    
    any time by the relevant rating organisation.                             
                                                                              
    Approval in-principle has been obtained by the Company for the listing    
    and quotation of the Notes on the Singapore Stock Exchange. Such          
    approval and the admission of the Notes to the Official List of the       
    Singapore Stock Exchange is not to be taken as an indication of the       
    merits of the Company or the Notes. Listing of the Notes on the           
    Singapore Stock Exchange is expected to take place on or about 8          
    February 2005. No application will be made for the listing of, or         
    permission to deal in, the Notes on the Hong Kong Stock Exchange.         
                                                                              
    The Notes have not been and will not be registered under the Securities   
    Act and may not be offered or sold in the United States absent            
    registration or an applicable exemption from the registration             
    requirements of the Securities Act. The Notes sold to qualified           
    institutional buyers as defined in the Securities Act are expected to be  
    eligible for trading in PORTAL.                                           
                                                                              
    Trading in the shares of the Company on the Hong Kong Stock Exchange was  
    suspended at the request of the Company with effect from 9:38 a.m. on 2   
    February 2005 pending the release of this announcement. Application has   
    been made by the Company for the resumption of trading in the shares of   
    the Company on the Hong Kong Stock Exchange with effect from 9:30 a.m.    
    on 3 February 2005.                                                       
                                                                              
    Notes Issue                                                               
                                                                              
    On 1 February 2005, the Company and the Initial Purchasers entered into   
    the Purchase Agreement pursuant to which the Initial Purchasers have      
    conditionally agreed to purchase the Notes in the aggregate principal     
    amount of US$225 million (approximately equivalent to HK$1,755 million),  
    which are unconditionally and irrevocably guaranteed by the initial       
    Subsidiary Guarantors, each a wholly-owned subsidiary of the Company.     
    The Company and a Subsidiary Guarantor Pledgor have agreed to pledge the  
    Collateral to secure the Notes and the Subsidiary Guarantees.             
                                                                              
    Purchase Agreement