09:30     HANS ENERGY<00554>-Announcement & Resumption of Trading (2)         

    The Placing Shares represent (i) approximately 32.9% of the               
    existing issued share capital of the Company of 1,520,000,000             
    Shares; and (ii) approximately 19.1% of the issued share capital          
    of the Company of 2,620,000,000 Shares as enlarged by the                 
    Subscription (as defined below) and the Conversion (as defined            
    below).                                                                   
                                                                              
    The Placing Agent, the placees of the Placing and their ultimate          
    beneficial owners are not connected persons (as defined in Rules          
    governing the Listing of Securities on the Stock Exchange (the            
    ``Listing Rules'')) of the Company. The Placing will be made to           
    six or more independent professional, institutional and/or                
    individual investors to be procured by the Placing Agent and no           
    placee of the Placing will become a substantial shareholder of the        
    Company (as defined in the Listing Rules) immediately upon                
    completion of the Placing. Each of the placees is independent of          
    the Company, its connected persons and other placees.                     
                                                                              
    The directors of the Company (the ``Directors'') (including the           
    independent non-executive Directors) consider the terms of the            
    Placing fair and reasonable based on the current market condition         
    and in the interests of the Company and its shareholders as a whole.      
                                                                              
    The Conversion                                                            
                                                                              
    To maintain Mr. An's majority shareholding in the Company and the         
    public float of the Company in accordance with the Listing Rules          
    upon completion of the Placing, Vand Petro-Chemicals (BVI) Company        
    Ltd, a company wholly-owned by Mr. An, will serve notice on the           
    Company to exercise its right to convert part of a convertible note       
    (the ``Convertible Note'') (which is convertible into                     
    2,270,000,000 Shares as detailed in the Company's circular dated          
    7 December 2004) contemporaneously with completion of the Placing         
    to the extent of HK$300,000,000 (equivalent to 1,000,000,000              
    Shares (the ``Conversion Shares'')) (the ``Conversion'') at the           
    conversion price of HK$0.30. The Conversion Shares will be issued         
    under the special mandate granted to the Directors by a resolution        
    of the Shareholders passed at the extraordinary general meeting           
    of the Company held on 23 December 2004 to allot and issue Shares         
    upon exercise of the conversion right in accordance with the terms        
    of the Convertible Note. The Conversion is conditional on the             
    completion of the Placing.                                                
                                                                              
    Other than the Convertible Note, there are no other outstanding           
    convertible note issued by the Company.                                   
                                                                              
    The Subscription                                                          
                                                                              
    On 11 March 2005, the Company and the Vendor entered into a               
    subscription agreement (the ``Subscription Agreement'') pursuant          
    to which the Vendor conditionally agreed to subscribe for an              
    aggregate of 100,000,000 Shares (the ``Subscription Shares'') at          
    the Placing Price, less certain expenses related to the Placing           
    and the Subscription (the ``Subscription'').                              
                                                                              
    The Directors (including the independent non-executive Directors)         
    consider the terms of the Subscription fair and reasonable based          
    on the current market condition and in the interests of the Company       
    and its shareholders as a whole.                                          
                                                                              
    The Subscription Shares represent (i) about 6.6% of the existing          
    issued share capital of the Company of 1,520,000,000 Shares; and          
    (ii) about 3.8% of the issued share capital of the Company of             
    2,620,000,000 Shares as enlarged by the Subscription and the              
    Conversion.                                                               
                                                                              
    The Subscription is conditional upon:                                     
                                                                              
    (i)   completion of the Placing in accordance with the terms of           
    the Placing Agreement; and                                                
                                                                              
    (ii)   listing of and permission to deal in all the Subscription          
    Shares being granted by the Listing Committee of the Stock Exchange       
    (and such permission not having been revoked prior to completion          
    of the Subscription).                                                     
                                                                              
    The Subscription Agreement does not provide either party the right        
    to waive the above conditions.                                            
                                                                              
    Application will be made to the Stock Exchange to grant the listing       
    of, and permission to deal in, the Subscription Shares.