09:14     CHINA STAR ENT<00326> - Announcement (5)                            

    As at the date of this announcement, Mr. Heung Wah Keung,                 
    Ms. Chen Ming Yin, Tiffany and Ms. Li Yuk Sheung are                      
    executive Directors and Mr. Hung Cho Sing, Mr. Ho Wai Chi,                
    Paul and Mr. Fung Ho Sum are the independent non-executive                
    Directors.                                                                
                                                                              
    TERMS AND DEFINITION                                                      
    "Board"   the board of Director                                           
                                                                              
    "Company"   China Star Entertainment Limited, a company                   
    incorporated in Bermuda with limited liability and the                    
    shares of which are listed on the main board of the Stock                 
    Exchange                                                                  
                                                                              
    "Director(s)"   director(s) of the board of the Company                   
                                                                              
    "Dorest"   Dorest Company Limited, a company incorporated                 
    in Hong Kong with limited liability which is beneficially                 
    owned as to 60% by Ms. Chen through Porterstone and as 40%                
    by Mr. Heung                                                              
                                                                              
    "Group"   the Company and its subsidiaries                                
                                                                              
    "Hong Kong"   Hong Kong Special Administrative Region of                  
    the People's Republic of China                                            
                                                                              
    "Listing Rules"   the Rules Governing the Listing of                      
    Securities on the Stock Exchange                                          
                                                                              
    "Mr. Heung"   Mr. Heung Wah Keung, a Director                             
                                                                              
    "Ms. Chen"   Ms. Chen Ming Yin, Tiffany, a Director                       
                                                                              
    "Placing Agent"   Kingston Securities Limited, a licensed                 
    corporation to carry on business in type 1 regulated                      
    activity (dealing in securities) under the Securities and                 
    Futures Ordinance (Chapter 571 of the Laws of Hong Kong)                  
                                                                              
    "Porterstone"   Porterstone Limited, a company                            
    incorporated in the British Virgin Islands with limited                   
    liability which is beneficially owned by Ms. Chen.                        
    Accordingly, Mr. Heung, the husband of Ms. Chen, is deemed                
    to be interested in the Shares held by Porterstone.                       
                                                                              
    "Shareholder(s)"   holder(s) of the Share(s)                              
                                                                              
    "Share(s)"   ordinary share(s) of HK$0.05 in the share                    
    capital of the Company                                                    
                                                                              
    "Stock Exchange"   The Stock Exchange of Hong Kong Limited                
                                                                              
    "Subscription"   the subscription for the 76,600,000                      
    Subscription Shares pursuant to the Subscription                          
    Agreement                                                                 
                                                                              
    "Subscription Agreement"   the conditional subscription                   
    agreement between the Company and the Vendors dated 24                    
    February 2005 in relation to the Subscription                             
                                                                              
    "Subscription Price"   HK$0.50 per Share                                  
                                                                              
    "Subscription Shares"   a total of 76,600,000 new Shares                  
    to be subscribed for by the Vendors pursuant to the                       
    Subscription Agreement                                                    
                                                                              
    "Top-Up Placing"   the placing of 76,600,000 existing                     
    Shares beneficially owned by the Vendors pursuant to the                  
    terms of Top-Up Placing Agreement                                         
                                                                              
    "Top-Up Placing Agreement"   the placing agreement                        
    between the Vendors and the Placing Agent dated 24 February               
    2005 in relation to the Top-Up Placing                                    
                                                                              
    "Top-Up Placing Price"   HK$0.50 per Shares                               
                                                                              
    "Top-Up Placing Shares"   a total of 76,600,000 existing                  
    Shares beneficially owned by the Vendors and to be placed                 
    pursuant to the Top-Up Placing Agreement                                  
                                                                              
    "Vendors"   Porterstone and Mr. Heung                                     
                                                                              
    "HK$"   Hong Kong dollars, the lawful currency of Hong Kong               
                                                                              
    "%"   per cent.                                                           
                                                                              
    By Order of the board                                                     
    Heung Wah Keung                                                           
    Chairman                                                                  
                                                                              
    Hong Kong, 24 February 2005