09:36     E-LIFE INT'L<00370> - 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.                   
                                                                              
    E-LIFE INTERNATIONAL LIMITED                                              
    (Incorporated in Bermuda with limited liability)                          
    (Stock Code: 0370)                                                        
                                                                              
    EXERCISE OF THE OPTION TO SUBSCRIBE FOR                                   
    TRANCHE 3 BOND AND TRANCHE 4 BOND                                         
    AND                                                                       
    EXERCISE OF THE CONVERSION RIGHTS                                         
                                                                              
    The Directors would like to announce that on 2 March 2005, the            
    Subscriber exercised the Option granted by the Company, pursuant to       
    which the Company was required to issue the Tranche 3 Bond and the        
    Tranche 4 Bond to the Subscriber in the aggregate principal amount of     
    US$5,000,000.                                                             
                                                                              
    The Directors would also like to announce that on 2 March 2005, a notice  
    of conversion in respect of the Tranche 1 Bond, Tranche 2 Bond, Tranche   
    3 Bond and the principal amount of US$500,000 of the Tranche 4 Bond was   
    received by the Company, pursuant to which an aggregate principal amount  
    of US$8,000,000 would be converted to 701,123,595 Shares at a conversion  
    price of HK$0.089.                                                        
                                                                              
    EXERCISE OF THE OPTION TO SUBSCRIBE FOR TRANCHE 3 BOND AND TRANCHE 4      
    BOND                                                                      
    Reference is made to the announcement (the "Announcement") dated 3        
    December 2004 of E-LIFE International Limited (the "Company"). Unless     
    the context otherwise requires, terms used herein shall have the same     
    meanings as defined in the Announcement.                                  
                                                                              
    The Directors would like to announce that on 2 March 2005, the            
    Subscriber exercised the Option granted by the Company, pursuant to       
    which the Company was required to issue the Tranche 3 Bond and the        
    Tranche 4 Bond to the Subscriber in the aggregate principal amount of     
    US$5,000,000. The Directors would like to further announce that the       
    closing of the Tranche 3 Bond and the Tranche 4 Bond took place on 2      
    March 2005.                                                               
                                                                              
    EXERCISE OF THE CONVERSION RIGHTS                                         
    The Directors would also like to announce that on 2 March 2005, a notice  
    of conversion in respect of the Tranche 1 Bond, Tranche 2 Bond, Tranche   
    3 Bond and the principal amount of US$500,000 of the Tranche 4 Bond was   
    received by the Company, pursuant to which an aggregate principal amount  
    of US$8,000,000 would be converted to 701,123,595 Shares at a conversion  
    price of HK$0.089, which is the Fixed Conversion Price in accordance      
    with the terms and conditions of the Bonds. The said 701,123,595 Shares   
    will be issued pursuant to the Existing General Mandate granted by the    
    Shareholders to the Directors at the annual general meeting held on 30    
    August 2004, which empowered the Directors to allot and issue a maximum   
    of 880,476,332 new Shares without resorting to convening a special        
    general meeting for such purpose.                                         
                                                                              
    Followed by the exercise of the Conversion Rights in respect of the       
    Tranche 1 Bond, Tranche 2 Bond, Tranche 3 Bond and the principal amount   
    of US$500,000 of the Tranche 4 Bond, there would remain a Bond in the     
    principal amount of US$2,000,000.                                         
                                                                              
    SHAREHOLDING STRUCTURE OF THE COMPANY                                     
    The shareholding structure of the Company (1) immediately before and      
    after the conversion of Tranche 1 Bond, Tranche 2 Bond, Tranche 3 Bond    
    and the principal amount of US$500,000 of the Tranche 4 Bond and (2)      
    after the conversion of the remaining principal amount of US$2,000,000    
    of the Tranche 4 Bond will be as follows:                                 
                                                                              
            Best Chance                 Fortune Garden                        
            Holdings                 Investment                 The           
            Limited                Limited                Subscriber          
    Public                Total                                               
            (note 2)                                (note 3)                  
    Before exercising of any of the Conversion Rights        2,256,000,000    
            305,018,760                0                1,841,362,900         
            4,402,381,660                                                     
            (51.24%        )        (6.93%        )        (0%        )       
    (41.83%        )        (100%        )                                    
                                                                              
    Immediately after exercise in full of the                                 
      Conversion Rights attached to the Tranche 1                             
      Bond, Tranche 2 Bond, Tranche 3 Bond and                                
      the principal amount of US$500,000 of the                               
      Tranche 4 Bond        2,256,000,000                305,018,760