09:46 CHAODA MODERN<00682> - Announcement & Resumption (6) pursuant to the Security Documents, and shall initially consist of the capital stock of the initial Subsidiary Guarantors, namely Timor Enterprise Limited, Worthy Year Investments Limited, Great Challenge Developments Limited, Chaoda Vegetable & Fruits Trading Limited, Insight Decision Limited and Chaoda Vegetable & Fruits Limited "Company" Chaoda Modern Agriculture (Holdings) Limited, a company incorporated in the Cayman Islands with limited liability, the issued shares of which are listed on the main board of the Hong Kong Stock Exchange "Companies Ordinance" Companies Ordinance (Chapter 32 of the Laws of Hong Kong) "Euroclear" Euroclear Bank S.A./N.V., as operator of the Euroclear System "Group" the Company and its subsidiaries "HK$" or Hong Kong dollars" Hong Kong dollars, the lawful currency of Hong Kong "Hong Kong" The Hong Kong Special Administrative Region of the People's Republic of China "Hong Kong Stock Exchange" The Stock Exchange of Hong Kong Limited "Indenture" the indenture to be entered into by the Company, the initial Subsidiary Guarantors and the trustee of the Notes on or around the Closing Date "Initial Purchasers" Credit Suisse First Boston (Europe) Limited, Deutsche Bank Securities Inc., Merrill Lynch International and BOCI Asia Limited, and any other initial purchaser substituted in accordance with the Purchase Agreement "Listing Rules" the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited "Moody's" Moody's Investors Service and its affiliates "Notes" US$225 million aggregate principal amount of 7.75% Guaranteed Senior Notes due 2010, to be issued by the Company under the Notes Issue "Notes Issue" the issue of the Notes under the Indenture pursuant to the terms and conditions of the Purchase Agreement "Offering Memorandum" the preliminary offering memorandum dated 19 January 2005 issued by the Company or a final offering memorandum to be issued by the Company on or around the date of the Purchase Agreement both in connection with the Notes Issue, whichever is the most recent as at the relevant time "PORTAL" The PORTAL MarketR, a market operated by the Nasdaq Stock Exchange Market, Inc. "PRC" the People's Republic of China "Purchase Agreement" the conditional purchase agreement dated 1 February 2005 entered into by the Company, the initial Subsidiary Guarantors and the Initial Purchasers relating to the purchase of the Notes "Regulation S" Regulation S under the Securities Act "Restricted Subsidiary" any subsidiary of the Company other than an Unrestricted Subsidiary "S&P" Standard & Poor's Ratings Services and its affiliates "Securities Act" the US Securities Act of 1933, as amended "Security Documents" collectively, the pledge agreements and any other agreements or instruments that may evidence or create any security interest in favour of the trustee of the Notes and/or any holder of the Notes in any or all of the Collateral "SFO" Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) "Singapore Stock Exchange" The Singapore Exchange Securities Trading Limited