09:33 PAUL Y-ITC<00498> - 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. PAUL Y. - ITC CONSTRUCTION HOLDINGS LIMITED (Incorporated in Bermuda with limited liability) (Stock Code: 498) ANNOUNCEMENT IN COMPLIANCE WITH RULE 13.09 OF THE LISTING RULES The Company wishes to announce that it has entered into a sale and purchase agreement to dispose 135 million shares in CSH. Upon completion of the Disposal, CSH will no longer be an associated company of the Company. Paul Y. - ITC Construction Holdings Limited (the "Company") wishes to announce that it has entered into a sale and purchase agreement with an independent third party not connected with the Company or its connected persons in relation to the disposal of 135 million of shares in China Strategic Holdings Limited ("CSH") (the "Disposal"). Upon completion of the Disposal, the Company's shareholding interest in CSH will be decreased from approximately 29.4% to approximately 14% and CSH will no longer be an associated company of the Company. It is expected that the Company will recognize an estimated aggregate loss of approximately HK$119 million before tax and expenses under the Disposal. The Disposal is conditional upon, inter alia, the completion of certain group and capital reorganisation (the "Group Reorganisation") of CSH involving a distribution of certain of its assets to its shareholders. Upon completion of the Group Reorganisation, the Company may further divest of its remaining interests in relation to the distributed assets of CSH by accepting a voluntary general offer from Hanny Holdings Limited ("Hanny"), a listed company in Hong Kong which currently also holds approximately 29.4% shareholding interest in CSH. At the current stage, the Company has not yet formed any definite intention as to whether or not it will accept such voluntary general offer from Hanny. The entering into of the sale and purchase agreement by the Company does not constitute a notifiable transaction on its own. However, in the event that the Company further divests its interests in relation to the distributed assets of CSH following the Group Reorganisation, a notifiable transaction of the Company may arise. The Company will comply with the requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules") and make further announcement(s) as and when appropriate. The directors of the Company (the "Directors") has been informed that a draft announcement including, inter alia, details of the Group Reorganisation has been submitted by CSH and Hanny to The Stock Exchange of Hong Kong Limited (the "Stock Exchange") and the Securities and Futures Commission for vetting and clearance. The Company intends to also release an announcement to give its shareholders more information on the Disposal and the Group Reorganisation simultaneously upon publication of such announcement by CSH and Hanny. The Disposal and the Group Reorganisation may or may not proceed. Accordingly, shareholders and investors should exercise caution when dealing in the securities of the Company. The Directors consider that it is necessary to publish this announcement in order to promptly inform its shareholders of the latest development in relation to the Disposal and the Group Reorganisation under rule 13.09 of the Listing Rules. The Directors consider that the information contained in this announcement is full and complete and not misleading for this purpose. Pending the release of this announcement regarding the latest status of the Disposal and the Group Reorganisation which the Directors considered to contain price sensitive information, the Company had requested a suspension of trading of its shares on the Stock Exchange with effect from 10:00 a.m. on 8th March, 2005. An application has been made to the Stock Exchange to resume trading from 9:30 a.m. on 15th March, 2005. As at the date of this announcement, the Directors are as follows: