09:27 E-LIFE INT'L<00370> - Announcement 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. E-LIFE INTERNATIONAL LIMITED (Incorporated in Bermuda with limited liability) (Stock Code: 370) Delay in despatch of circular Reference is made to the announcement made by the Company on 3 February 2005 in relation to the very substantial acquisition, proposed change of Company name and the proposed change of financial year end date. The Company has applied to the Stock Exchange for an extension on the time of despatch of the Circular. The despatch date of the Circular will be delayed from 25 February 2005 to on or before 4 April 2005. Reference is made to the announcement (the "Announcement") dated 3 February 2005 of E-LIFE International Limited (the "Company") in relation to the very substantial acquisition, proposed change of the Company name and proposed change of financial year end date. Terms defined in this announcement shall have the same meanings as those defined in the Announcement unless the context requires otherwise. Pursuant to Rules 14.38 and 14.48 of the Listing Rules, the Company is required to despatch a circular (the "Circular") in relation to the very substantial acquisition to the Shareholders within 21 days after the publication of the Announcement, which is on or before 25 February 2005. As at the date of this announcement, there is a substantial portion of critical information outstanding to be incorporated into the Circular, including but not limited to, the accountants' report of Shanxi Changxing for the past three financial years, the valuation report of Shanxi Changxing, the pro forma financial statements of the Group upon completion of the Acquisition (the "Enlarged Group") and the management discussion and analysis on the performance of Shanxi Changxing for the past three financial years. The auditors of the Company and Shanxi Changxing have commenced the field works on Shanxi Changxing and have been reviewing the information given by Shanxi Changxing. It is expected that the draft accountants' report of Shanxi Changxing will be ready on or around 18 March 2005 provided that all the requested information and documents can be provided to the auditors of the Company in accordance with their pre-determined timetable by Shanxi Changxing. Other financial information, including but not limited to, the pro forma financial statements of the Enlarged Group, therefore, cannot be finalised until the draft accountants' report of Shanxi Changxing is ready, and the management discussion and analysis on the performance of Shanxi Changxing for the past three financial years can only be finalised until the draft accountants' report of Shanxi Changxing is ready. Also, the valuer has commenced the preparation of the valuation report on Shanxi Changxing and the valuation report of Shanxi Changxing will be ready in the week of 14 March 2005. Based on the above, it is estimated that the advanced draft Circular, which would include, among other things, the accountants' report of Shanxi Changxing for the past three financial years, the pro forma financial statements of the Enlarged Group and the valuation report of Shanxi Changxing, will be submitted to the Stock Exchange in or about the week of 21 March 2005. Given that additional time is required to compile the abovementioned information in relation to Shanxi Changxing to be incorporated into the Circular, and having considered: (1) the Chinese New Year holiday in the PRC took place from 9 February 2005 to 16 February 2005, which coincided with the 21-day period after the date of the publication of the Announcement; (2) the fact that no audited reports, whether based on PRC GAAP or HK GAPP, have been issued on Shanxi Changxing in the past; (3) the amount of works needed to prepare for all the necessary information to be included in a very substantial acquisition circular; and (4) the Easter holiday will take place from 25 March 2005 to 28 March 2005, the Company has applied to the Stock Exchange for an extension on the time of despatch of the Circular. The despatch date of the Circular will be delayed from 25 February 2005 to on or before 4 April 2005. By Order of the Board E-LIFE International Limited Wang Jian Hua Chairman Hong Kong, 24 February 2005 As at the date of this announcement, the Board comprises eight executive Directors, namely Mr. Wang Jian Hua, Mr. Ng Tang, David, Mr. Bao Wen Bin, Mr. Pak Chung, Mr. Ren Zheng, Ms. Ma Jun Li, Ms. Cheung Hoi Ping and Mr. Wang Da Yong and three independent non-executive Directors, namely Ms. Chung Kwo Ling, Mr. Sun Yeung Yeung and Mr. Lee Yuen Kwong.