09:29     GUANGNAN (HOLD)<01203> - Announcement (5)                           

    General Information                                                       
                                                                              
    Shan Hai is principally engaged in property                               
    development and leasing business.                                         
                                                                              
    Zhongyue Tinplate is principally engaged in the                           
    production and sales of tinplate and related products                     
    that are used as packaging materials for the food                         
    processing manufacturers in the PRC and the provision                     
    of electricity or water to various industrial                             
    customers who are mainly the tenants of the land and                      
    building or staff quarters of Shan Hai.                                   
                                                                              
    Currently, GD Decorative is principally engaged in                        
    the production and sales of decorative fibre boards.                      
                                                                              
    The Company and its subsidiaries are principally                          
    engaged in manufacturing and sales of tinplates and                       
    related products, property leasing, distribution of                       
    live and fresh foodstuffs business.                                       
                                                                              
    The Staff Quarters Lease Agreement constitutes a                          
    continuing connected transaction of the Company                           
    exempt from the reporting, announcement and                               
    independent shareholders' approval requirements                           
    under Rule 14A.33(3) of the Listing Rules. The Land                       
    Lease Agreement and the Supply Agreement constitute                       
    continuing connected transactions of the Company                          
    exempt from the independent shareholders' approval                        
    requirements under Rule 14A.34 of the Listing Rules.                      
    The Land Lease Agreement and the Supply Agreement will                    
    be subject to the annual review requirements under                        
    Rules 14A.37 to 14A.41 of the Listing Rules and the                       
    reporting requirements under Rules 14A.45 to 14A.46                       
    of the Listing Rules.                                                     
                                                                              
    As at the date of this announcement, the board of                         
    directors of the Company is composed of three                             
    executive directors, namely Messrs. Liang Jiang, Tan                      
    Yunbiao and Tsang Hon Nam, three non-executive                            
    directors, namely Messrs. Zhao Leili, Luo Fanyu and                       
    Miss Liang Jiangqin and three independent                                 
    non-executive directors, namely Mr. Gerard Joseph                         
    McMahon, Miss Tam Wai Chu, Maria and Mr. Li Kar Keung,                    
    Caspar.                                                                   
                                                                              
    DEFINITIONS                                                               
                                                                              
    In this announcement the following expressions have                       
    the following meanings unless the context requires                        
    otherwise:                                                                
                                                                              
    "Company"       Guangnan (Holdings) Limited, the shares                   
    of which are listed on the Stock Exchange                                 
                                                                              
    "Directors"     the directors of the Company                              
                                                                              
    "GD Decorative" GD Decorative Material (Zhong Shan)                       
    Co., Ltd., a subsidiary of GDH                                            
                                                                              
    "GDH"   GDH Limited, a company incorporated in Hong Kong                  
    with limited liability and is a substantial                               
    shareholder of the Company                                                
                                                                              
    "Group" the Company and its subsidiaries                                  
                                                                              
    "Hong Kong"     the Hong Kong Special Administrative                      
    Region of the PRC                                                         
                                                                              
    "HK$"   Hong Kong dollars, the lawful currency of Hong                    
    Kong                                                                      
                                                                              
    "Land Lease Agreement"  the lease agreement dated                         
    10th December, 1999 entered into between Shan Hai