09:47     CHINA RICH HOLD<01191> - Announcement & Resumption (5)              

    (c)   (if required) the Bermuda Monetary Authority granting consent to    
    the Capital Reduction and the issue of the Rights Shares by no later      
    than the Prospectus Posting Date;                                         
                                                                              
    (d)   compliance with and performance of all the undertakings and         
    obligations of the Company under the Underwriting Agreement; and          
                                                                              
    (e)   compliance with and performance by each of Mr Yip and Ms Cheng Kit  
     Yin, Kelly of all of his or her obligations and undertakings to take up  
     their respective Rights Shares.                                          
                                                                              
    If any of the conditions of the Rights Issue are not fulfilled or waived  
     on or before 1 June 2005 (or such later time and/or date as the Company  
     and Yu Ming may determine), neither the Company nor Yu Ming shall have   
    any rights or be subject to any obligations arising from the              
    Underwriting Agreement and the Rights Issue will not proceed.             
                                                                              
    Reasons for the Rights Issue and the use of proceeds                      
                                                                              
    The principal activities of the Group include sale of properties in the   
    PRC, provision of medical and health service in the PRC and the           
    operation of a golf resort.                                               
                                                                              
    Upon the full subscription of the Rights Shares, the Company will         
    receive approximately HK$43.13 million by way of subscription proceeds    
    net of expenses. The Directors intend to use the net proceeds of the      
    Rights Issue as general working capital of the Group.                     
                                                                              
    The Directors consider that it is in the best interest of the Company     
    and the Shareholders to raise further capital as general working capital  
     which may be used by the Company for the development of its business,    
    and the Rights Issue will allow all Qualifying Shareholders the           
    opportunity to maintain their respective pro-rata shareholding interests  
     in the Company.                                                          
                                                                              
    UNDERWRITING ARRANGEMENTS                                                 
                                                                              
    Underwriting Agreement                                                    
                                                                              
    Date:    30 March 2005                                                    
                                                                              
    Underwriter:    Yu Ming, which immediately before the signing of the      
    Underwriting Agreement did not have any interest in any Shares            
                                                                              
    Number of Shares                                                          
                                                                              
    underwritten:   669,286,729 Rights Shares (Note)                          
                                                                              
    Commission:    2.5% of the total Subscription Price of the Rights Shares  
     underwritten by Yu Ming. The maximum commission to be received by Yu     
    Ming will be approximately HK$669,000.                                    
                                                                              
    Note:   These figures exclude 423,259,369 Rights Shares and 35,787,000    
    Rights Shares to be provisionally allotted to Mr Yip (together with his   
    investment vehicle) and Ms Cheng Kit Yih, Kelly, respectively in respect  
     of their attributable interest in Shares of the Company which they have  
     undertaken to subscribe for in full.                                     
                                                                              
    Under the terms of the Underwriting Agreement, the Company and Yu Ming    
    have agreed that if the conditions of the Rights Issue are fulfilled on   
    the Latest Acceptance Date (or such later time and/or date as the         
    Company and Yu Ming may determine) and the Underwriting Agreement         
    becomes unconditional and is not terminated in accordance with the terms  
     thereof, Yu Ming shall pay the Subscription Monies in cash net of the    
    commission entitled by Yu Ming, being 2.5% of the total Subscription      
    Price of the Rights Shares underwritten by Yu Ming, on the date to be     
    agreed by the Company and Yu Ming, but in the absence of such agreed      
    date, not later than 4:00 p.m. on the third Business Day following the    
    Latest Acceptance Date.                                                   
                                                                              
    Termination of the Underwriting Agreement                                 
                                                                              
    The Underwriting Agreement contains provisions granting Yu Ming, by       
    notice in writing, the ability to terminate its obligations thereunder    
    on the occurrence of certain events. Yu Ming may terminate its            
    commitment under the Underwriting Agreement on or before the third        
    business day after the Latest Acceptance Date if:                         
                                                                              
    (a)   the success of the Rights Issue would be materially and adversely   
    affected by:                                                              
                                                                              
    (i)   the introduction of any new regulation or any change in existing    
    law or regulation (or the judicial interpretation thereof) or other       
    occurrence of any nature whatsoever which may in the reasonable opinion   
    of Yu Ming materially and adversely affect the business or the financial