09:52 CHINESE EST H<00127>-Announcement & Resumption of Trading-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 not an offer to sell or the solicitation of an offer to buy any securities and neither this announcement nor anything herein forms the basis for any contract or commitment whatsoever. Neither this announcement nor any copy hereof may be taken into or distributed in the United States or to any US persons. Securities may not be offered or sold in the United States absent registration or an exemption from registration, and the securities described herein will be sold in accordance with all applicable laws and regulations. CHINESE ESTATES HOLDINGS LIMITED (Incorporated in Bermuda with limited liability) (Stock Code: 127) PROPOSED ISSUE OF ZERO COUPON CONVERTIBLE BONDS DUE 2010 BY CHINESE ESTATES HOLDINGS LIMITED CONVERTIBLE INTO ORDINARY SHARES OF CHINESE ESTATES HOLDINGS LIMITED AND RESUMPTION OF TRADING OF SHARES The Company announces that on 9 March 2005 the Company entered into the Subscription Agreement with Deutsche Bank, whereby Deutsche Bank has agreed to subscribe or procure subscribers for the Firm Bonds to be issued at par by the Company in an initial aggregate principal amount of HK$1,500,000,000. In addition, the Company has granted to Deutsche Bank an option to require the Company to issue the Hong Kong dollar denominated Optional Bonds up to a further aggregate principal amount of HK$500,000,000 at par, exercisable on one or more occasions (provided that such option shall not be exercised more than once on any one day), in whole or in part, at any time on or before the thirtieth day following the Closing Date. A further announcement will be issued by the Company if the Option is exercised by Deutsche Bank. The initial conversion price is HK$7.37, represents a premium of approximately 15% over the volume weighted average price (VWAP) of the Shares as quoted on the Stock Exchange on 9 March 2005. It also represents a premium of approximately 10.83% over the closing price of each Share on 9 March 2005, and approximately 23.04% over the average of the closing prices of each Share for a period of 10 consecutive Trading Days immediately prior to 9 March 2005. Assuming full conversion of the Bonds (including the Firm Bonds and the Optional Bonds) at the initial conversion price of HK$7.37, the Bonds will be convertible into approximately 271,370,420 Shares (subject to adjustment), representing approximately 13.37% of the issued share capital of the Company as at the date of this announcement and approximately 11.79% of the enlarged issued share capital of the Company. Upon full conversion of the Firm Bonds only, the Firm Bonds will be convertible into approximately 203,527,815 Shares (subject to adjustment). The Bonds will be issued by the Company for placing to not less than six independent placees. The estimated net proceeds of the Bonds Issue (excluding the Optional Bonds), after deduction of commission and administrative expenses (amounting to approximately HK$31,600,000), are approximately HK$1,468,400,000. The proceeds are currently intended to be used by the Company for working capital purposes. The Company has been seeking and exploring, and will continue to seek and explore, investment and business opportunities in Greater China. In the process of doing so, the Company has from time to time come across a wide range of potential investment and business opportunities. However, the Company currently does not have any definitive plans to pursue any of those opportunities. The proceeds or part of the proceeds may be used to finance investments should suitable opportunities arise in the future.