09:00     NAN FENG GROUP<00979>-Announcement&Resumption of Trading(3)         

    (a)   the Listing Committee of the Stock Exchange granting the            
    listing of, and permission to deal in, the Top-Up Subscription            
    Shares;                                                                   
                                                                              
    (b)   completion of the Placing;                                          
                                                                              
    (c)   the Executive granting a waiver to the Vendor from any              
    obligation to make a general offer under Rule 26 of the                   
    Takeovers Code arising from the Top-Up Subscription Agreement;            
    and                                                                       
                                                                              
    (d)   if required, the Bermuda Monetary Authority granting or             
    agreeing to grant permission to allot, issue and subsequent               
    transfer of the Top-Up Subscription Shares pursuant to the                
    Top-Up Subscription.                                                      
                                                                              
    The Top-Up Subscription Agreement does not provide either                 
    party the rights to waive the above conditions. However, to               
    the best knowledge of the Directors, the approval from the                
    Bermuda Monetary Authority as referred in the condition (d)               
    above is not required.                                                    
                                                                              
    Application will be made to the Stock Exchange to grant the               
    listing of, and permission to deal in, the Top-Up Subscription            
    Shares.                                                                   
                                                                              
    Completion                                                                
    Under the Listing Rules, the Top-Up Subscription must be                  
    completed within 14 days from the date of the Placing                     
    Agreement, that is, on or before 6 April 2005.                            
                                                                              
    In the event that the conditions to the Top-Up Subscription               
    Agreement are not fulfilled by 6 April 2005, the Company and              
    the Vendor may elect, subject to compliance with all                      
    requirements in relation to connected transactions under the              
    Listing Rules, to postpone completion of the Top-Up                       
    Subscription to a later date to be agreed between the Company             
    and the Vendor.                                                           
                                                                              
    TAKEOVERS CODE IMPLICATIONS                                               
    As at the date of this announcement, the Vendor and parties               
    acting in concert with it are interested in 410,935,123 Shares,           
    representing approximately 48.08% of the existing issued share            
    capital of the Company. The shareholding interest of the                  
    Vendor and its concert parties in the Company will decrease to            
    approximately 36.50% upon completion of the Placing and will              
    then increase to approximately 43.09% upon completion of the              
    Top-up Subscription. Accordingly, the Vendor has an obligation            
    to make a general offer for the Shares pursuant to Rule 26 of             
    the Takeovers Code. An application will be made by the Vendor             
    to the Executive under Note 6 on dispensations from Rule 26 of            
    the Takeovers Code for a waiver from an obligation to make a              
    general offer under Rule 26 of the Takeovers Code arising from            
    the Top-Up Subscription.                                                  
                                                                              
    EFFECTS ON SHAREHOLDING STRUCTURE                                         
                                                                              
    Name of Shareholders/No. of shares held                                   
    Existing                                                                  
                                                                              
    % (approximately)                                                         
                                                                              
    After Placing                                                             
                                                                              
    % (approximately)                                                         
                                                                              
    After the Placing and Top-Up Subscription                                 
                                                                              
    % (approximately)                                                         
                                                                              
    Main Faith Limited (or the Vendor) and and its concert parties            
    (including Mr. Tam Jin Rong) (Note 1)   410,935,123   48.08%              
    312,035,123   36.50%   410,935,123   43.09%                               
                                                                              
    Mr. Tam Kai On (Note 2)   1,875,191   0.22%   1,875,191                   
    0.22%   1,875,191   0.20%                                                 
                                                                              
    Mr. Tao Ke Wei (Note 2)   1,917,095   0.22%   1,917,095                   
    0.22%   1,917,095   0.20%                                                 
                                                                              
    Ko Chung Ting, Peter (Note 2)   1,791,383   0.21%   1,791,383             
    0.21%   1,791,383   0.19%                                                 
                                                                              
    Public