09:40 POWERLEADER<08236> - Announcement & Resumption of Trading(1) This announcement is for information purpose only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities. 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. POWERLEADER SCIENCE & TECHNOLOGY COMPANY LIMITED* (a joint stock limited company incorporated in the People's Republic of China) (Stock Code: 8236) DEFINITIVE PLACING AGREEMENT FOR PLACING OF NEW H SHARES AND RESUMPTION OF TRADING Further to the announcement of the Company dated 30 September 2004 announcing the extension of long stop date for fulfillment of the conditions precedent of the Preliminary Placing Agreement to 5:00 p.m. (Hong Kong time) on 28 March 2005, the Company entered into the Definitive Placing Agreement with the Placing Agent on 21 March 2005 pursuant to which the Company agreed to appoint the Placing Agent to act as its bookrunner and its exclusive placing agent for the Placing, on a best effort basis, of an aggregate of 23,000,000 New Placing H Shares at a price of HK$0.47 per New Placing H Share. The Placing Price, which was determined after arm's length negotiation between the Company and the Placing Agent and with reference to the prevailing market prices of the H Shares, was fixed at HK$0.47 per New Placing H Share, representing (i) a discount of approximately 17.54% to the closing price of HK$0.57 per H Share as quoted on GEM on 18 March 2005, being the last trading day of the H Shares immediately preceding the date of this announcement, and (ii) discounts of approximately 17.83% and 18.69% to the average closing prices of approximately HK$0.572 and HK$0.578 per H Share for the last 5 and 10 trading days up to and including 18 March 2005, respectively. The Directors believe that the Placing Price and other terms of the Definitive Placing Agreement, which have been negotiated on an arm's length basis in accordance with normal commercial terms, are fair and reasonable and are in the interests of the Company and its Shareholders as a whole. The Company will issue a total of 23,000,000 New Placing H Shares pursuant to the Specific Mandate at a price of HK$0.47 per H Share to a total of seven independent placees, which shall be professional, institutional and/or individual investors, as already been procured by the Placing Agent. The New Placing H Shares will represent about 2.61% of the existing issued share capital of the Company and about 2.55% of the issued share capital of the Company as enlarged by the allotment and issue of the New Placing H Shares immediately upon completion of the Placing, and representing about 10.45% of the existing issued H Shares and about 9.47% of the issued H Shares immediately upon completion of the Placing. The Company has obtained the approval for the issue of the New Placing H Shares from the China Securities Regulatory Commission on 28 June 2004 and has also obtained the conditional approval from the GEM Listing Committee for the listing of and permission to deal in the New Placing H Shares on 22 March 2005. The New Placing H Shares will rank pari passu in all respects with the H Shares in issue, including the right to receive all dividends and distributions which may be declared, made or paid after the date of such issue of the H Shares. The conditions precedent as stipulated in the Preliminary Placing Agreement and the Definitive Placing Agreement have all been fulfilled. Completion of the Placing is expected to take place on 24 March 2005, being the last Business Day immediately before the long stop date under the Definitive Placing Agreement, i.e. 28 March 2005. Further announcement will be made by the Company upon completion of the Placing. Dealings in the New Placing H Shares on GEM are expected to commence at 9:30 a.m. on 29 March 2005.