09:37     CHINA SCI-TECH<00985>-Announcement&Resumption of Trading(2)         

    practicable in accordance with the Listing Rules.                         
                                                                              
    Trading in the Shares was suspended at the request of the Company         
    with effect from 9:30 a.m. on 4 April 2005 pending the release of         
    this announcement. An application has been made by the Company to the     
    Stock Exchange for the trading in the Shares to resume from 9:30 a.m.     
    on 14 April 2005 following the publication of this announcement.          
                                                                              
    Shareholders and potential investors should note that the Agreement       
    is subject to conditions to be fulfilled. Shareholders and potential      
    investors are reminded to exercise caution when dealing in the            
    Shares.                                                                   
                                                                              
                                                                              
    THE AGREEMENT                                                             
    Date:                          1 April 2005                               
    Parties:-                                                                 
    1.                             Shuanghuan, an associated                  
                                   company of the Company;                    
    2.                             Tian Yang, a wholly-owned                  
                                   subsidiary of the Company;                 
                                   and                                        
    3.                             Shuanghuan Holdings                        
                                   The Company confirms that, to              
                                   the best of the Directors'                 
                                   knowledge, information and                 
                                   belief having made all                     
                                   reasonable enquiry,                        
                                   Shuanghuan Holdings is a                   
                                   substantial shareholder of                 
                                   Shuanghuan and Mr. Zhao, an                
                                   indirect substantial                       
                                   shareholder of the Company                 
                                   holding approximately 10.70%               
                                   of the total issued share                  
                                   capital of the Company                     
                                   through Kaison Limited is                  
                                   also the direct and indirect               
                                   shareholder of Shuanghuan                  
                                   Holdings interested in 51% of              
                                   its issued share capital. Mr.              
                                   Zhao is a connected person of              
                                   the Company, Shuanghuan and                
                                   Shuanghuan Holdings, and who               
                                   is also the chairman of                    
                                   Shuanghuan and Shuanghuan                  
                                   Holdings                                   
                                   respectively.                              
                                                                              
                                                                              
                                                                              
    Principal terms of the Agreement                                          
    Capital Increase                                                          
    Pursuant to the Agreement 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 enlarged 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 to be payable by Tian Yang was agreed after arm's length      
    negotiations between the parties to the Agreement after taking into       
    consideration of various factors which include, inter alia, the           
    profit guarantee in the aggregate amount of RMB500,000,000 for the        
    profits of Shuanghuan for the two years ending 31 December, 2005 and