09:30 HANS ENERGY<00554>-Announcement & Resumption of Trading (1) The Stock Exchange of Hong Kong Limited (the ``Stock Exchange'') 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. HANS ENERGY COMPANY LIMITED (incorporated in the Cayman Islands with limited liability) (Stock code: 554) PLACING OF EXISTING SHARES TOP-UP SUBSCRIPTION OF NEW SHARES AND PARTIAL EXERCISE OF CONVERTIBLE NOTE On 11 March 2005, the Company, the Vendor and Mr. An entered into the Placing Agreement with the Placing Agent pursuant to which the Vendor agreed to place, through the Placing Agent, an aggregate of 500,000,000 Placing Shares, on a fully underwritten basis at a price of HK$1.00 per Share. The Placing is expected to be completed on 15 March 2005. 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 (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). On 11 March 2005, the Company and the Vendor entered into the Subscription Agreement pursuant to which the Vendor conditionally agreed to subscribe for an aggregate of 100,000,000 Shares at the Placing Price. Trading in the Shares on the Stock Exchange has been suspended from 9:30 a.m. on 11 March 2005 pending the release of this announcement. Trading in the Shares on the Stock Exchange will resume from 9:30 a.m. on 14 March 2005. The Placing On 11 March 2005, Hans Energy Company Limited (the ``Company''), Extreme Wise Investments Limited (the ``Vendor''), a company wholly-owned by Mr. David An (``Mr. An''), a director of the Company, and Mr. An entered into an agreement (the ``Placing Agreement'') with UBS AG, Hong Kong Branch (the ``Placing Agent'') pursuant to which the Vendor agreed to place, through the Placing Agent, an aggregate of 500,000,000 shares (the ``Placing Shares'') of HK$0.10 each in the share capital of the Company (``Shares''), on a fully underwritten basis at a price of HK$1.00 per Share (the ``Placing Price'') (the ``Placing''). The Placing is expected to be completed on 15 March 2005. The Placing Agent will receive a commission of 2.5% of the gross proceeds of the Placing. The Placing Price of HK$1.00 represents: (i) a discount of approximately 4.8% to the closing price of HK$1.05 per Share as quoted on the Stock Exchange on 10 March 2005, being the last trading day before this announcement; (ii) a discount of approximately 8.3% to the average of the closing price per Share of HK$1.09 as quoted on the Stock Exchange for the last five trading days up to and including 10 March 2005, being the last trading day before this announcement; and (iii) a discount of approximately 9.9% to the average of the closing price per Share of HK$1.11 as quoted on the Stock Exchange for the last ten trading days up to and including 10 March 2005, being the last trading day before this announcement. The Placing Price was negotiated on an arm's length basis between the Company, the Vendor and the Placing Agent. After taking into account the commission payable to the Placing Agent, stamp duty, trading fee, transaction levy and investor compensation levy, the net placing price per Share is approximately HK$0.97.