09:01 NAN FENG GROUP<00979>-Announcement&Resumption of Trading(5) HK$ 20.9 million Not applicable About HK$12 million for payment to the creditors of the Group and the remaining balance of approximately HK$8.9 million for the general working capital of the Group Used as intended use SUSPENSION AND RESUMPTION OF TRADING At the request of the Company, trading in the Shares on the Stock Exchange was suspended with effect from 9:30 a.m. on Thursday, 24 March 2005 pending the release of this announcement. Application has been made by the Company for the resumption of trading in the Shares on the Stock Exchange with effect from 9:30 a.m. on Tuesday, 29 March 2005. TERMS AND DEFINITION "Board" The board of directors of the Company "Companies Act" Companies Act 1981 of Bermuda "Companies Ordinance" Companies Ordinance (Chapter 32 of the Laws of Hong Kong) "Company" China Nan Feng Group Limited, a limited liability company incorporated in Bermuda and the shares of which are listed on the main board of the Stock Exchange "Director(s)" director(s) of the board of the Company "Executive" The Executive Director of the Corporate Finance Division of the SFC or any of his delegates "Group" the Company and its subsidiaries "Hong Kong" Hong Kong Special Administrative Region of the People's Republic of China "Last Trading Date" 23 March 2005, being the last trading day for the Shares before this announcement "Listing Rules" the Rules Governing the Listing of Securities on the Stock Exchange "Placing" the placing of 98,900,000 existing Shares beneficially owned by the Vendor pursuant to the terms of the Placing Agreement "Placing Agent" Kingston Securities Limited, a licensed corporation to carry on business in type 1 regulated activity (dealing in securities) under the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) "Placing Agreement" the placing agreement between the Vendor and the Placing Agent dated 23 March 2005 in relation to the Placing "Placing Price" HK$0.08 per Shares "Placing Shares" An aggregate of 98,900,000 existing Shares beneficially owned by the Vendor and to be placed pursuant to the Placing Agreement "SFC" The Securities and Futures Commission "Shareholder(s)" holder(s) of the Share(s) "Share(s)" ordinary share(s) of HK$0.01 in the share capital of the Company "Stock Exchange" The Stock Exchange of Hong Kong Limited "Takeovers Code" The Hong Kong Code on Takeovers and Mergers "Top-Up Subscription Price" HK$0.08 per Shares "Top-Up Subscription Shares" a total of 98,900,000 new Shares to be subscribed for by the Vendor pursuant to the Top- Up Subscription Agreement "Top-Up Subscription" the subscription of 98,900,000 new Shares pursuant to the terms of Top-Up Subscription Agreement