09:47 CHINA RICH HOLD<01191> - Announcement & Resumption (4) To qualify for the Rights Issue, the Shareholder must: - be registered as a member of the Company at the close of business on the Record Date; and - have an address in Hong Kong which appears on the register of members of the Company at the close of business on the Record Date. The Company retains the right, however, in its discretion to vary the requirements set out above to avoid any offer of Rights Shares to Shareholders (without compliance with registration or other legal requirements) outside Hong Kong. In order to be registered as a member of the Company on the Record Date, the Shareholders must lodge any transfers of Shares (with the relevant Share certificate(s)) with the Company's branch share registrar in Hong Kong by 4:00 p.m. on Thursday, 5 May 2005. The last day of dealings in Shares on a cum-rights basis is therefore expected to be Tuesday, 3 May 2005. The Shares will be dealt with on an ex-rights basis from Wednesday, 4 May 2005. The Company's branch share registrar in Hong Kong is Secretaries Limited at Ground Floor, Bank of East Asia Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong. It is intended that the Company's register of members will be closed from Friday, 6 May 2005 to Thursday, 12 May 2005, both dates inclusive, for the purpose of, among other things, establishing entitlements to the Rights Issue. No transfer of Shares will be registered during this period. Rights of Overseas Shareholders The Rights Issue Documents will not be registered or filed under the applicable securities or equivalent legislation of any jurisdiction other than Hong Kong and Bermuda. The Directors, having made the enquiries which the Directors consider necessary pursuant to Rule 13.36 (2) of the Listing Rules, are of the view that it is necessary or expedient not to offer any Rights Shares to the Overseas Shareholders. The Company will send the Prospectus (without the provisional allotment letters and forms of application for excess Rights Shares) to the Overseas Shareholders for their information only. Arrangements will be made for the Rights Shares, which would otherwise have been provisionally allotted to the Overseas Shareholders in nil-paid form, to be sold as soon as practicable after dealings in nil-paid Rights Shares commence, if a premium, net of expenses, can be obtained. The proceeds of each sale, less expenses, of HK$100 or more will be paid to the Overseas Shareholders in Hong Kong dollars pro rata to their respective shareholding. The Company will keep individual amounts of less than HK$100 for its own benefit. Share option schemes As at the date of this announcement, there are no outstanding share options granted pursuant to the Company's share option scheme approved by Shareholders on 30 September 1994 (and subsequently terminated on 10 January 2002), and the new employee share option scheme approved by Shareholders on 10 January 2002. Application for listing of the Right Shares on the Stock Exchange The Company will apply to the Listing Committee of the Stock Exchange for the listing of, and permission to deal in, the Rights Shares in both nil-paid and fully-paid forms. Nil-paid Rights Shares are expected to be traded in board lots of 2,000 (Shares then in issue will be traded in board lots of 2,000). Dealings in nil-paid and fully-paid Rights Shares will be subject to the payment of stamp duty in Hong Kong. Conditions of the Rights Issue The Rights Issue is conditional upon the following conditions being fulfilled: (a) the passing of a resolution by the Shareholders at the SGM to approve the Capital Reorganisation as contained in the notice of SGM, by no later than the Prospectus Posting Date and the Capital Reorganisation having been completed and becoming effective; (b) the Listing Committee of the Stock Exchange granting or agreeing to grant (subject to allotment) and not having withdrawn or revoked listing of and permission to deal in all the Rights Shares (in their nil-paid and fully-paid forms) by no later than the Prospectus Posting Date;