10:03 FIRST DRAGONCOM<00875> - Announcement (3) APPOINTMENT OF DIRECTORS The Board of the Company is pleased to announce that Mr. Zhang has been appointed as executive director and Chairman of the Company with effect from 31 March 2005, Mr. Qin has been appointed as non-executive director of the Company with effect from 31 March 2005, Mr. Zhao and Ms. Lau have been appointed as independent non-executive directors of the Company with effect from 31 March 2005. Mr. Zhao is now a certified public accountant in the PRC and is accordingly able to satisfy the requirement under Rule 3.10(2) of the Listing Rules. Mr. Qin, Mr. Zhao and Ms. Lau are also appointed as members of the audit committee of the Company. Mr. Zhang, aged 40, is currently the director of Hong Kong World Chinese Group Limited and the executive of Digital China Research Institute of Peking University (*). During the period between August 2000 and August 2004, he was the legal representative and general manager of * (Dongguan Shi Hua Shi Ye Investment Company Limited). He is also a registered engineer and economist in the PRC. Mr. Qin, aged 48, has worked in the news agency of the PRC government for more than 8 years. He is also the consultant in the area of advertisement production and corporate development of various media consultancy companies. Mr. Zhao, aged 41, is currently the senior partner of * (Shenzhen Zhong Rui Hua Zheng Accountant Firm). Mr. Zhao is now a certified public accountant in the PRC since 1997 and has more than 10 years of experiences in management accounting. He is now also a registered asset valuer in the PRC. Ms. Lau, aged 41, has been a practicing lawyer in the PRC since 2000 and she is now a lawyer in the Shenzhen branch of Horizon Law Firm (*). The appointment of Mr. Zhang as executive director of the Company, Mr. Qin as non-executive director of the Company and Mr. Zhao and Ms. Lau as independent non-executive directors of the Company will commence from the date of the appointment and will continue unless and until terminated by either party by one month's notice. Each of Mr. Zhang, Mr. Qin, Mr. Zhao and Ms. Lau is entitled to receive annual director's fees of RMB480,000, RMB30,000, RMB30,000 and RMB30,000 respectively taking into account their time and efforts to be contributed by them to the Company. As at the date of this announcement, each of Mr. Zhang, Mr. Qin, Mr. Zhao and Ms. Lau is not connected with any directors, supervisors, senior management, substantial or controlling shareholders of the Company, nor have they any interest or deemed interest in the shares or underlying shares of the Company within the meaning of Part XV of the SFO. Save as disclosed in this announcement and their directorships in the Company, Mr. Zhang, Mr. Qin, Mr. Zhao and Ms. Lau do not hold any positions with the Company and other members of the Company, and did not hold any directorships in other listed public companies in the last three years. The Board, Mr. Zhang, Mr. Qin, Mr. Zhao and Ms. Lau are not aware of any other matters that need to be brought to the attention of holders of securities of the Company in relation to the appointment of Mr. Zhang, Mr. Qin, Mr. Zhao and Ms. Lau as directors of the Company. Mr. Han Jide, the existing executive director of the Company, is appointed as vice-chairman of the Board on 31 March 2005. RESIGNATION OF DIRECTORS Due to personal reasons, Dr. Hon tendered his resignation as executive director and Chairman of the Company to the Board on 31 March 2005. Due to personal reasons, Mr. Zhang Jiebin (*), Mr. Yu and Professor Ma have tendered their resignations as executive director and independent non-executive directors of the Company to the Board on 31 March 2005 respectively. The Board approved Dr. Hon, Mr. Zhang Jiebin, Mr. Yu and Professor Ma's resignations as Chairman, executive directors and independent non-executive directors of the Company with effect from the same date. Each of Dr. Hon, Mr. Zhang Jiebin, Mr. Yu and Professor Ma confirms that he has no disagreement with the Board and there is no matter which needs to be brought to the attention of the holders of securities of the Company in relation to their resignations.