09:38     CITIC PACIFIC<00267> - Announcement (4)                             

    and distribution business in the PRC. It will also                        
    bring synergies to the Company's property development                     
    business in the PRC. The Directors (including the                         
    independent non-executive Directors) are of the view                      
    that the terms of the Acquisition Agreement are normal                    
    commercial terms, and are fair and reasonable and in                      
    the interest of the shareholders of the Company as                        
    a whole.                                                                  
                                                                              
    INFORMATION ON CITIC GROUP AND THE COMPANY                                
    The principal businesses of CITIC Group comprise                          
    finance, industry and other services. The principal                       
    businesses of CITIC Pacific comprise the provision                        
    of basic infrastructure in Hong Kong and the PRC                          
    including power generation, communications, aviation                      
    and civil infrastructure and the manufacturing of                         
    special steel, distribution of motor vehicles and                         
    consumer products and property investment and                             
    development.                                                              
                                                                              
    GENERAL                                                                   
    The Vendor is wholly owned by CITIC Group, which is                       
    a substantial shareholder of the Company. Accordingly,                    
    the Vendor is a connected person of the Company, and                      
    the Acquisition constitutes a connected transaction                       
    for the Company under the Listing Rules. Pursuant to                      
    the Listing Rules, as each of the applicable                              
    Percentage Ratios is less than 2.5%, the Acquisition                      
    is only subject to announcement and reporting                             
    requirements and does not require the approval of the                     
    independent shareholders of the Company. The                              
    Acquisition is accordingly disclosed in this                              
    announcement and will be disclosed in the Company's                       
    forthcoming annual report pursuant to Rule 14A.45 of                      
    the Listing Rules.                                                        
                                                                              
    DEFINITIONS                                                               
    In this announcement, the following expressions have                      
    the meanings set out below, unless the context                            
    otherwise requires:                                                       
                                                                              
    "Acquisition"   the acquisition of the Sale Shares                        
    contemplated under the Acquisition Agreement;                             
                                                                              
    "Acquisition Agreement" the equity transfer                               
    contract dated 11 March 2005 between the Purchaser                        
    and the Vendor, pursuant to which the Purchaser has                       
    conditionally agreed to acquire from the Vendor the                       
    Sale Shares;                                                              
                                                                              
    "Amendment to JV Articles"      the amendment to the                      
    articles of association of the JV Company to be                           
    entered into by the Purchaser and Wal-Mart China after                    
    signing the Acquisition Agreement to convert the JV                       
    Company from a sino-foreign equity joint venture into                     
    a wholly foreign owned enterprise;                                        
                                                                              
    "Amendment to JV Contract"      the amendment to the                      
    joint venture contract of the JV Company to be entered                    
    into by the Purchaser and Wal-Mart China after signing                    
    the Acquisition Agreement to convert the JV Company                       
    from a sino-foreign equity joint venture into a wholly                    
    foreign owned enterprise;                                                 
                                                                              
    "associate(s)", "connected person(s)" and                                 
    "substantial shareholder(s)"    each of which has the                     
    meaning ascribed to it under the Listing Rules;                           
                                                                              
    "Business Day"  a day on which banks in Beijing as                        
    well as in Hong Kong open for business generally;                         
                                                                              
    "CITIC Group"   CITIC Group *, a                                          
    corporation established under the laws of the PRC;                        
                                                                              
    "CITIC Pacific" or "the Company"        CITIC Pacific