09:24     CHINA HAIDIAN<00256> - Announcement (2)                             

    Circular to the Shareholders within 21 days after the                     
    publication of the announcement of the Company on 3                       
    December 2004, which shall be on or before 24 December                    
    2004. The Company announced in its announcement dated                     
    24 December 2004 that the despatch date of the                            
    Circular will be delayed and further announcement                         
    will be made on or before 31 December 2004 as the                         
    Company required additional time to provide further                       
    information to the Stock Exchange for relaxation to                       
    include an accountants' report on the company being                       
    acquired in the Circular under Rule 14.67 (4)(a)(i)                       
    of the Listing Rules. Further, the Company announced                      
    in its announcement dated 31 December 2004 that the                       
    despatch date of the Circular will be further delayed                     
    to on or before 21 January 2005 as the Company required                   
    additional time to provide information to the Stock                       
    Exchange for relaxation of the requirements under                         
    Rule 14.67 (4)(a)(i) of the Listing Rules. On 20                          
    January 2005, the Stock Exchange has indicated to the                     
    Company that it would not relax the requirements under                    
    Rule 14.67 (4)(a)(i) of the Listing Rules based on                        
    the information provided to the Stock Exchange.                           
                                                                              
    In view of the above, the Purchasers discussed with                       
    the management and the existing shareholders of                           
    Beijing Haidian to explore the possibility to                             
    commence audit work of the Beijing Haidian Group for                      
    the three years ended 31 December 2004 in order to                        
    comply with Rule 14.67 (4)(a)(i) of the Listing Rules.                    
    Owing to the deal breaking nature of the issue, the                       
    management and the existing shareholders of Beijing                       
    Haidian agreed to cooperate with the Purchasers and                       
    grant them the permission to commence audit work of                       
    the Beijing Haidian Group in accordance with Rule                         
    14.67 (4)(a)(i) of the Listing Rules. In this regard,                     
    the Company has appointed CCIF CPA Limited to conduct                     
    audit work of the Beijing Haidian Group for the three                     
    years ended 31 December 2004.                                             
                                                                              
    Supplemental agreements to the Agreements                                 
    On 28 February 2005, the Purchasers entered into                          
    supplemental agreements with the Vendors to amend                         
    certain terms of the Agreements. Major amendments and                     
    additional terms to the Agreements are as follow:                         
                                                                              
    1.      Pursuant to the Agreements, "If the conditions are                
    not fulfilled within three months from the date of                        
    signing of the Agreements (or such later date as                          
    agreed by the parties to the Agreements), the                             
    Agreements shall cease to have any effect and the                         
    Vendors shall immediately return the Purchasers the                       
    consideration already paid (without interest)" will                       
    be amended to "If the Purchasers or the Vendors do                        
    not receive the approval of the Acquisition by the                        
    Commerce Department of Beijing within (i) one month                       
    from the date of approval of the Acquisition by the                       
    Shareholders or (ii) 210 days from the date of signing                    
    of the supplemental agreements (whichever is earlier)                     
    (the "Long Stop Date"), the Agreements shall cease                        
    to have any effect and the Vendors shall immediately                      
    return the Purchasers the consideration already paid                      
    (without interest)"; and                                                  
                                                                              
    2.      In the event that the Agreements fail to take effect              
    before the Long Stop Date or the Company fails to                         
    obtain approval from the Shareholders for the                             
    Acquisition within 180 days from the date of signing                      
    of the supplemental agreements, the Purchasers shall                      
    have the right to terminate the Acquisition and                           
    request the Vendors to return the consideration                           
    already paid (without interest).