09:14 FIRST DRAGONCOM<00875>-Announcement&Resumption of Trading(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. FIRST DRAGONCOM AGRO-STRATEGY HOLDINGS LIMITED (Incorporated in Bermuda with limited liability) PLACING OF NEW SHARES AND RESUMPTION OF TRADING IN THE SHARES OF THE COMPANY PLACING AGENT CONCORD CAPITAL SECURITIES LTD. A placing agreement was entered into on 3rd February 2005 between the Company and the Placing Agent pursuant to which the Company will place through the Placing Agent a total of 400,000,000 Shares to independent investors at a price of HK$0.035 per Placing Share. The Placing Shares amount to approximately 18.76% of the existing issued share capital of the Company and approximately 15.79% of the issued share capital of the Company as enlarged by issue of the Placing Shares. The Placing is made by the Placing Agent on a best-efforts basis. The net proceeds receivable by the Company under the Placing are estimated to be approximately HK$13,500,000. It is presently intended that such net proceeds will be used as general working capital of the Company. Trading in the Shares on the Stock Exchange has been suspended since 11:07 a.m. on 3rd February 2005 at the request of the Company. The Company has submitted an application to the Stock Exchange for the resumption of trading of the Shares at 9:30 a.m. on 4th February 2005. PLACING AGREEMENT DATED 3rd February 2005 Placing agent in the Placing Agreement CONCORD CAPITAL SECURITIES LTD. Number of Shares to be Placed 400,000,000 new Shares will be allotted and issued pursuant to the Placing Agreement. The Placing Shares amount to approximately 18.76% of the existing issued share capital of the Company and approximately 15.79% of the issued share capital of the Company as enlarged by issue of the Placing Shares. Independence of Placees and the Placing Agent The Placing Agent and its ultimate beneficial owner(s) are independent of, and not connected with the directors, chief executives and substantial shareholders of the Company and any of its subsidiaries or any of their respective associates (as defined in the Listing Rules). The Placing Agent has agreed to procure Placees, including their respective ultimate beneficial owners, who shall be independent of, and not connected with the directors, chief executives and substantial shareholders of the Company and any of its subsidiaries or any of their respective associates (as defined in the Listing Rules) to subscribe for the Placing Shares. The Placing is made by the Placing Agent on a best-efforts basis. The Placing Agent has confirmed that the Placing Shares will be placed to 6 or more Placees and each of the Placees will not hold more than 5% of the enlarged issued share capital of the Company immediately after completion of the Placing. In the event the Placing fell short, further announcement will be made by the Company. Price The price for the Placing Shares is HK$0.035 per Placing Share, representing a discount of approximately 18.6% to the average closing price of the Shares, i.e. HK$0.043, over the 10 previous trading days as from and including 20th January 2005 to 2nd February 2005 being the last trading day prior to the suspension of trading of the securities of the Company on the Stock Exchange and also representing a discount of approximately 18.6% to the closing price of the Shares, i.e. HK$0.043, as quoted on the Stock Exchange on 2nd February 2005. The consideration for the Placing Agreement was negotiated between the Company and the Placing Agent on an arm's length basis.