09:05     SOUTH CHINA BRO<00619> - Announcement (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 for information purposes only and does not           
    constitute an invitation or offer to acquire, purchase or subscribe for   
    securities.                                                               
                                                                              
                                                                              
    South China Brokerage Company Limited                                     
    (Incorporated in Hong Kong Special Administrative Region of               
    the People's Republic of China with limited liability)                    
    (Stock code: 619)                                                         
                                                                              
    NOTICE OF LISTING BY WAY OF PRIVATE PLACING ON                            
    THE STOCK EXCHANGE OF HONG KONG LIMITED                                   
                                                                              
    NUMBER OF WARRANTS: 970,000,000                                           
    PLACING PRICE: HK$0.026 PER WARRANT                                       
                                                                              
    Placing Agent                                                             
                                                                              
    South China Securities Limited                                            
                                                                              
                                                                              
    On 26 January 2005, the Company announced its proposal to issue the       
    Warrants. The Warrants will be placed by the Placing Agent with not less  
     than 100 selected independent investors not connected with any of the    
    Directors, chief executives or substantial shareholders of the Company    
    or any of its subsidiaries or any of their respective associates (as      
    defined in the Listing Rules).                                            
                                                                              
                                                                              
    Copies of the Prospectus relating to the Warrant Placing will be          
    despatched to the Shareholders, for information purpose only, on          
    Tuesday, 22 February 2005 and will be made available at the office of     
    the Placing Agent at 28th Floor, Bank of China Tower, 1 Garden Road,      
    Central, Hong Kong and at the principal place of business of the Company  
     in Hong Kong at 28th Floor, Bank of China Tower, 1 Garden Road,          
    Central, Hong Kong from 9:00 a.m. on Tuesday, 22 February 2005 until      
    12:00 noon on Friday, 25 February 2005.                                   
                                                                              
    Application has been made to the Stock Exchange for the listing of and    
    permission to deal in the Warrants and any Shares falling to be issued    
    upon the exercise of the subscription rights attaching to the Warrants.   
                                                                              
    It is expected that certificates for the Warrants will be despatched to   
    the placees on or before Thursday, 3 March 2005. It was stated in the     
    Announcement that dealings in the Warrants on the Stock Exchange are      
    expected to commence on 4 March 2005. To allow for sufficient time for    
    the dispatch of the certificates for the Warrants, dealings in the        
    Warrants on the Stock Exchange are now expected to commence at 9:30 a.m.  
     on Monday, 7 March 2005.                                                 
                                                                              
    The Company will issue, on 22 February 2005, the Prospectus relating to   
    the Warrant Placing. Terms used in this announcement shall have the same  
     meanings as those defined in the Company's announcement dated 26         
    January 2005 (the "Announcement"), unless the context otherwise           
    requires.                                                                 
                                                                              
    The Directors refer to the Announcement in relation to the Warrant        
    Placing in units of subscription rights of HK$0.1012 each in registered   
    form entitling the holders thereof to subscribe for Shares at an issue    
    price of HK$0.026 per Warrant. Each Warrant will entitle the holder       
    thereof to subscribe for one Share at an initial subscription price of    
    HK$0.1012 per Share, subject to adjustment, during the one-year period    
    from the issue date of the Warrants. Upon the exercise of the             
    subscription rights attaching to the Warrants, payment of the             
    subscription money in respect thereof must be made to the Company in      
    immediately available funds. The board lot for the Warrants is HK$2,600   
    of subscription rights or 100,000 Shares at the initial subscription      
    price of HK$0.1012 per Share.                                             
                                                                              
    The Warrants will be placed by the Placing Agent with not less than 100   
    selected independent investors not connected with any of the Directors,   
    chief executives or substantial shareholders of the Company or any of     
    its subsidiaries or any of their respective associates (as defined in     
    the Listing Rules).                                                       
                                                                              
    The issue of the Warrants is conditional upon, among other things, the    
    Stock Exchange granting the listing of and permission to deal in the      
    Warrants and the Shares that may fall to be issued on the exercise of     
    the subscription rights attaching to the Warrants. Application has been