09:31     NAN FENG GROUP<00979> - Announcement (1)                            

    The Stock Exchange of Hong Kong Limited takes no                          
    responsibility for the contents of this announcement,                     
    makes no representation as to its accuracy or                             
    completeness and expressly disclaims any liability                        
    whatsoever for any loss howsoever arising from or in                      
    reliance upon the whole or any part of the contents of                    
    this announcement.                                                        
                                                                              
    CHINA NAN FENG GROUP LIMITED                                              
    (Incorporated in Bermuda with limited liability)                          
    (Stock Code: 979)                                                         
                                                                              
    LAPSE OF TOP-UP SUBSCRIPTION AGREEMENT                                    
                                                                              
    Reference is made to the Announcement in relation to                      
    the Placing and the Top-Up Subscription.                                  
                                                                              
    On 23 March 2005, the Vendor entered into the Placing                     
    Agreement and the Top-Up Subscription Agreement with                      
    the Placing Agent and the Company respectively. The                       
    Placing Agreement was completed on 31 March 2005.                         
                                                                              
    The Top-Up Subscription Agreement was lapsed given that                   
    one of the conditions precedent has not been fulfilled                    
    on or before 6 April 2005 where 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 has not been obtained from the Executive                     
    up to the date of this announcement. Accordingly, the                     
    Top-Up Subscription was not completed and the Company                     
    could not obtain the net proceeds of about HK$7.5                         
    million for the general working capital purpose from                      
    the Top-Up Subscription. The Company confirms that                        
    there is no material impact on its financial position                     
    as a result thereof.                                                      
                                                                              
    Shareholders and potential investors are advised to                       
    exercise caution when dealing in the Shares.                              
                                                                              
    Reference is made to the Company's announcement dated                     
    24 March 2005 (the "Announcement") in relation to the                     
    Placing and the Top-Up Subscription. Capitalised terms                    
    used in this announcement have the same respective                        
    meanings as in the Announcement unless the context                        
    requires otherwise.                                                       
                                                                              
    LAPSE OF TOP-UP SUBSCRIPTION AGREEMENT                                    
    On 23 March 2005, the Vendor entered into the Placing                     
    Agreement and the Top-Up Subscription Agreement with                      
    the Placing Agent and the Company respectively. The                       
    Placing Agreement was completed on 31 March 2005.                         
                                                                              
    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. The Top-Up                 
    Subscription Agreement was lapsed given that one of the                   
    conditions precedent has not been fulfilled on or                         
    before 6 April 2005 where 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 has                   
    not been obtained from the Executive up to the date of                    
    this announcement. Accordingly, the Top-Up                                
    Subscription was not completed and the Company could                      
    not obtain the net proceeds of about HK$7.5 million for                   
    the general working capital purpose from the Top-Up                       
    Subscription. The Company confirms that there is no                       
    material impact on its financial position as a result                     
    thereof.                                                                  
                                                                              
    The Vendor has made a submission to the Executive to                      
    withdraw its application for the waiver from any                          
    obligation to make a general offer under Rule 26 of the                   
    Takeovers Code arising from the Top-Up Subscription.