09:48 CHINA RICH HOLD<01191> - Announcement & Resumption (7) SGM 10:00 a.m., Thursday, 12 May Record Date Thursday, 12 May Effective date of the Capital Reorganisation (Note) Friday, 13 May Despatch of Rights Issue Documents Friday, 13 May Announcement of results of SGM Friday, 13 May Register of members re-opens Friday, 13 May First day of dealings in nil-paid Rights Shares Wednesday, 18 May Latest time for splitting of nil-paid Rights Shares 4:00 p.m., Monday, 23 May Last day of dealings in nil-paid Rights Shares Thursday, 26 May Latest time for payment and acceptance of Rights Issue 4:00 p.m., Tuesday, 31 May Latest time for the Rights Shares to become unconditional 4:00 p.m., Friday, 3 June Announcement of results of acceptance of and excess applications for the Rights Issue appears on newspapers Monday, 6 June Despatch of refund cheques in respect of unsuccessful or partially unsuccessful excess applications for excess Rights Shares on or before Monday, 6 June Despatch of certificates for fully-paid Rights Shares on or before Monday, 6 June Commencement of dealings in fully-paid Rights Shares 9:30 a.m., Wednesday, 8 June Note: The Capital Reorganisation is conditional upon the conditions set out in the paragraph headed "Conditions of the Capital Reorganisation" being fulfilled. It is expected that the Capital Reorganisation will become effective on Friday, 13 May 2005. GENERAL MANDATE TO ISSUE REORGANISED SHARES The existing general mandate to issue 451,333,239 Shares ("Existing Mandate") was granted to the Directors pursuant to a Shareholders' ordinary resolution at the annual general meeting of the Company held on 7 January 2005. As at the date of this announcement, the Existing Mandate has not been utilized and will not be used up to the date of the SGM. The Directors propose to seek Shareholders' approval at the SGM for the revocation of the Existing Mandate and the granting of general mandate to issue Reorganised Shares not exceeding 20% of the issued share capital of the Company as at the date of the SGM. On the basis of 2,256,666,196 Shares in issue as at the date of this announcement and assuming that, for the period from the date of this announcement up to and including the date of the SGM, no Shares are issued or repurchased by the Company, the Directors will be authorized to issue 451,333,239 Reorganised Shares pursuant to such general mandate, if granted. The Company has not issued any equity securities in the 12-month period immediately preceding the date of this announcement. POSSIBLE SHARE CONSOLIDATION The Stock Exchange has requested the Company to proceed with a consolidation of the Shares pursuant to Rule 13.64 of the Listing Rules. To ensure that the Company can proceed with the Rights Issue in accordance with the timetable as agreed between the Company and Yu Ming and set out in this announcement so as to avoid additional administrative expenses arising from the delay of the timetable, the Directors consider that it is not appropriate to proceed with the share consolidation prior to the completion of the Rights Issue. The Directors will take appropriate action to ensure compliance with Rule 13.64 of the Listing Rules. More specifically, after the completion of the Rights Issue, taking into consideration the requirement under Rule 13.64 of the Listing Rules, the then trading price of the Shares and the then market conditions, the Directors will propose to the Shareholders to consolidate five Shares into one share of HK$0.05. Further announcement relating to the details of the share consolidation will be made by the Company shortly after completion of the Rights Issue.