09:46     CITIC 21CN<00241> - Announcement & Resumption of Trading (5)        

    Qualifying Shareholders. The Board will exclude such                      
    Shareholders from the Rights Issue on account either                      
    of the legal restrictions under the laws of the place                     
    of his/her/its/their registered address(es) or the                        
    requirements of the relevant regulatory body or stock                     
    exchange in that place if the Board, based on the legal                   
    opinions provided by the legal advisers to the                            
    relevant jurisdictions, considers it necessary or                         
    expedient to do so. The Company will send the                             
    Prospectus to the Excluded Shareholders for their                         
    information only and will not send provisional                            
    allotment letters or application forms for excess                         
    Warrants to the Excluded Shareholders.                                    
                                                                              
    Arrangements will be made for the Warrants which would                    
    otherwise have been provisionally allotted to the                         
    Excluded Shareholders to be sold in the market in                         
    their nil-paid form as soon as practicable after                          
    dealings in the nil-paid Warrants commence, if a                          
    premium (net of expenses) can be obtained. The                            
    proceeds of such sale, less expenses, of HK$100 or                        
    more will be paid pro rata to the Excluded                                
    Shareholders. The Company will retain individual                          
    amounts of less than HK$100.                                              
                                                                              
    Fractions of Warrants                                                     
    Fractions of Warrants in the nil-paid form will not                       
    be allotted. The Company will sell any Warrants                           
    created from the aggregation of fractions of Warrants                     
    in the nil-paid form (if a premium, net of expenses,                      
    can be obtained), and will retain the proceeds.                           
                                                                              
    Application for excess Warrants                                           
    The Qualifying Shareholders are entitled to apply for                     
    unsold entitlements of the Excluded Shareholders, any                     
    unsold Warrants created by adding together fractions                      
    of the Warrants and any Warrants provisionally                            
    allotted but not accepted.                                                
                                                                              
    Applications for excess Warrants may be made by                           
    completing the appropriate application form. The                          
    Directors will allocate the excess Warrants at their                      
    discretion on a fair and reasonable basis, but will                       
    give preferences to topping-up odd lots to whole board                    
    lots.                                                                     
                                                                              
    Application for listing                                                   
    The Company will apply to the Listing Committee of                        
    the Stock Exchange for the listing of, and permission                     
    to deal in, the Warrants, in both the nil-paid and                        
    fully-paid forms, to be issued and allotted pursuant                      
    to the Rights Issue. The Company will also apply to                       
    the Listing Committee of the Stock Exchange for the                       
    listing of, and permission to deal in, the Shares to                      
    be issued upon exercise of the subscription rights                        
    attaching to the Warrants.                                                
                                                                              
    Dealing in the Warrants in both the nil-paid and                          
    fully-paid forms will be subject to the payment of                        
    stamp duty in Hong Kong. The nil-paid Warrants will                       
    be traded in board lot of 2,000 Warrants. The                             
    fully-paid Warrants will be traded in board lot of                        
    2,000 Warrants.                                                           
                                                                              
    UNDERWRITING ARRANGEMENT                                                  
    Underwriting Agreement                                                    
    Date:   4 February 2005                                                   
                                                                              
    Underwriter:    Goldbond Securities Limited.                              
                                                                              
    Goldbond Securities Limited together with its                             
    beneficial owners, are independent third parties not                      
    connected with, the directors, chief executive