09:36     CHINA SCI-TECH<00985>-Announcement&Resumption of Trading(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 SCI-TECH HOLDINGS LIMITED                                           
    (Incorporated in the Cayman Islands with limited liability)               
    (Stock Code: 985)                                                         
                                                                              
    ANNOUNCEMENT                                                              
    VERY SUBSTANTIAL ACQUISITION AND                                          
    CONNECTED TRANSACTION -                                                   
    INCREASE OF CAPITAL IN SHIJIAZHUANG SHUANGHUAN AUTOMOBILE COMPANY         
    LIMITED                                                                   
                                                                              
     INCREASE OF CAPITAL IN SHUANGHUAN                                        
                                                                              
     On 1 April 2005, the                                                     
    Agreement was entered into among Shuanghuan, Tian Yang and Shuanghuan     
    Holdings pursuant to which and subject to the fulfillment of certain      
    conditions precedent, the parties thereto agreed to increase the          
    registered capital of Shuanghuan from USD4,980,000 (equivalent to         
    approximately RMB41,224,440 or HK$38,794,200) to USD35,180,000            
    (equivalent to approximately RMB291,220,040 or HK$274,052,200). Tian      
    Yang has agreed to contribute USD30,200,000 (equivalent to                
    approximately RMB249,995,600 or HK$235,258,000) to Shuanghuan to          
    increase its shareholding from 25% to 50%. Together with the              
    acquisition costs in the sum of HK$60,000,000 for 25% interest in         
    Shuanghuan by way of the acquisition of the entire issued share           
    capital of Tian Yang (i.e. the then 25% shareholder of Shuanghuan) as     
    disclosed in the announcement and circular of the Company dated 18        
    November, 2004 and 31 December, 2004 respectively, the total              
    investments by the Company in Shuanghuan amounted to the total sum of     
    HK$295,258,000 (equivalent to approximately RMB312,973,480).              
                                                                              
    As at 31 December, 2004, the net asset value of Shuanghuan amounted       
    to the sum of RMB310,159,000. The enlarged net assets value of            
    Shuanghuan after adjusted for the increase in registered capital          
    under the Agreement will be in the sum of RMB560,154,600. The portion     
    (i.e. 50%) of the enlareged net asset value attributable to the           
    Company will be RMB280,077,300. Accordingly, the excess of the            
    Company's investment over such attributable portion of Shuanghuan's       
    enlarged net asset value is in the sum of RMB32,896,180.                  
                                                                              
    It is also agreed in the Agreement that, inter alia, (i) Tian Yang,       
    Shuanghuan Holdings and Shuanghuan shall enter into the Shareholders      
    Agreement to regulate the rights and obligations of Tian Yang and         
    Shuanghuan Holdings as shareholders of Shuanghuan and (ii) Shuanghuan     
    Holdings shall perform the representations and undertakings given to      
    Tian Yang as set out under the Agreement. Shuanghuan Holdings will        
    not contribute any capital to Shuanghuan under the Agreement.             
    Following completion of the Agreement, the registered capital of          
    Shuanghuan will be held as to 50% by Tian Yang and 50% by Shuanghuan      
    Holdings.                                                                 
                                                                              
    The Capital Increase constitutes a very substantial acquisition and       
    connected transaction for the Company under the Listing Rules and         
    will be subject to the approval of the Shareholders at the EGM under      
    Rules 14.49 and 14A of the Listing Rules.                                 
                                                                              
    GENERAL                                                                   
    By virtue of Mr. Zhao's interest in (i) Kaison Limited, which holds       
    approximately 10.70% interest in the total issued share capital of        
    the Company as at the date hereof; and (ii) Shuanghuan Holdings, Mr.      
    Zhao, Ms. Guo, Kaison Limited and their respective associates will        
    abstain from voting at the EGM to approve the Agreement and the           
    transactions contemplated thereunder. Based on the record kept by the     
    Company pursuant to Section 336 of Part XV of the SFO and so far as       
    the Directors are aware, other than the 10.70% interest in the            
    Company, Mr. Zhao, Ms. Guo and Kaison Limited do not have any             
    interest in any convertible securities or other subscription rights,      
    options or interests in or in respect of underlying shares of the         
    Company.                                                                  
                                                                              
    Mr. Zhao is (i) the substantial shareholder of the Company holding        
    approximately 10.70% of the total issued share capital of the             
    Company, and (ii) the direct and indirect shareholder of Shuanghuan       
    Holdings interested in 51% of its issued share capital, Shuanghuan        
    and Shuanghuan Holdings are associates of Mr Zhao. Therefore, Mr.         
    Zhao, Shuanghuan and Shuanghuan Holdings are connected persons of the     
    Company under the Listing Rules. The transactions contemplated under      
    the Agreement will constitute connected transaction under Chapter 14A     
    of the Listing Rules. Mr. Zhao is also the chairman of Shuanghuan and     
    Shuanghuan Holdings respectively.                                         
                                                                              
    A circular containing, inter alia, further details of the Agreement       
    and the Capital Increase and a notice of the EGM for the purpose of       
    approving the Agreement and the transactions contemplated thereunder      
    will be dispatched by the Company to the Shareholders as soon as