10:26     CHINA SCI-TECH<00985> - Announcement & Resumption (4)               

    Placee(s)'), who and whose ultimate beneficial owners (i) are not         
    connected persons of the Company; and (ii) are independent of the         
    other Share Placees (including the CN Placees (as hereinafter             
    defined)), the Company and its connected persons. No Share Placees        
    will become a substantial Shareholder as a result of the completion       
    of the New Shares Placing.                                                
                                                                              
    Placing Shares                                                            
    Assuming that the Consolidation becomes effective, the Placing            
    Shares represent (i) about 13.2  of the existing issued share capital     
    of the Company of 1,517,484,600 New Shares; (ii) about 11.6  of the       
    issued share capital of the Company of 1,717,484,600 New Shares as        
    enlarged by the New Shares Placing and (iii) about 10.4  of the           
    issued share capital of the Company of 1,917,484,600 New Shares as        
    enlarged by the New Shares Placing and the issue of 200,000,000 New       
    Shares upon full conversion of the Convertible Notes at the               
    conversion price of HK$0.30 each.                                         
                                                                              
    The Placing Shares will rank, upon issue, pari passu in all respect       
    with the New Shares in issue on the date of allotment and issue of        
    the Placing Shares.                                                       
                                                                              
    Placing Price                                                             
    Assuming that the Consolidation becomes effective, the Placing Price      
    of HK$0.30 represents (i) a premium of about 3.45  over the closing       
    price of HK$0.29 per New Share as quoted on the Stock Exchange on 31      
    January 2005, being the last trading day before this announcement;        
    (ii) a premium of about 8.70% over the average of the closing price       
    per New Share of HK$0.276 as quoted on the Stock Exchange for the         
    last five trading days up to and including 31 January 2005, being the     
    last trading day before this announcement; and (iii) a premium of         
    about 5.26  to the average of the closing price per New Share of          
    HK$0.285 as quoted on the Stock Exchange for the last ten trading         
    days up to and including 31 January 2005, being the last trading day      
    before this announcement.                                                 
                                                                              
    The Placing Price was negotiated on an arm's length basis between         
    the Company and the Placing Agent. The Directors (including the           
    independent non-executive Directors) consider that the terms of the       
    New Shares Placing are fair and reasonable based on the current           
    market condition and are in the interests of the Company and its          
    Shareholders as a whole.                                                  
                                                                              
    The net proceeds raised per Placing Share upon the completion of New      
    Shares Placing will be HK$0.291.                                          
                                                                              
    Conditions of the New Shares Placing                                      
    Completion of the New Shares Placing is conditional upon:                 
    (a)                                                                       
    the passing of the relevant resolutions of the Company at EGM to          
    approve the Consolidation in accordance with the Memorandum and           
    Articles of Association of the Company, all applicable laws and the       
    Listing Rules;                                                            
                                                                              
    (b)                                                                       
    the passing of the relevant resolutions of the Company at EGM to          
    approve the issue of the Placing Shares pursuant to the New Shares        
    Placing Agreement in accordance with the Memorandum and Articles of       
    Association of the Company, all applicable laws and the Listing           
    Rules;                                                                    
                                                                              
    (c)                                                                       
    the Listing Committee of The Stock Exchange granting or agreeing to       
    grant (subject to allotment and/or despatch of certificates for the       
    Placing Shares) the listing of, and permission to deal in all of the      
    Placing Shares;                                                           
                                                                              
    (d)                                                                       
    obtaining all consents and approvals from the relevant authorities,       
    if applicable, by the Company; and                                        
                                                                              
    (e)                                                                       
    the obligations of the Placing Agent under the New Shares Placing         
    Agreement becoming unconditional and not being terminated in              
    accordance with the terms of the New Shares Placing Agreement,            
    including provisions regarding force majeure event.                       
                                                                              
    The New Shares Placing and the CN Placing is not inter-conditional        
    to each other.                                                            
                                                                              
    Termination and force majeure for the New Shares Placing                  
    The New Shares Placing Agreement may be terminated by the Placing         
    Agent if at any time at or before 10:00 a.m. on the date for              
    completion of the New Shares Placing Agreement, there occurs:             
                                                                              
    (i)                                                                       
    the introduction of any new law or regulation or any change in            
    existing laws or regulations (or the judicial interpretation thereof)     
    or other occurrence of any nature whatsoever which may, in the            
    reasonable opinion of the Placing Agent, materially and adversely         
    affect the business or the financial or trading position or prospects     
    of the Group as a whole; or                                               
                                                                              
    (ii)