10:20     INTERCHINA HOLD<00202> - Announcement & Resumption (2)              

    beneficial owners are, to the best of the Directors' knowledge,           
    information and belief having made all reasonable enquiry, third          
    parties independent of the Group and connected persons (as                
    defined in the Listing Rules) of the Group.                               
                                                                              
    The Memorandum of Understanding is legally binding, but the               
    Acquisition is still subject to the signing of a formal sale              
    and purchase agreement by the Group and the Counter-parties.              
    Pursuant to the Memorandum of Understanding, the Group and the            
    Counter-parties shall enter into the formal sale and purchase             
    agreement prior to 30 May 2005 (the "Long-stop Date"). The choice         
    of the Long-stop Date was a commercial decision of the Company            
    and the Counter-parties. The Group will consider whether to enter         
    into the formal sale and purchase agreement upon the outcome              
    of the due diligence review.                                              
                                                                              
    No conditions have been stipulated in the Memorandum of                   
    Understanding which have to be satisfied prior to the signing             
    of the formal sale and purchase agreement. However, completion            
    of the Acquisition shall be subject to the usual procedures and           
    PRC governmental approvals in relation share transfer of a                
    PRC-incorporated company. The Directors envisage that the                 
    obtaining of such approvals shall be one of the conditions                
    precedent to be set out in the formal sale and purchase agreement         
    and the same shall be disclosed in the next announcement upon             
    the signing of the formal sale and purchase agreement in                  
    accordance with the Listing Rules.                                        
                                                                              
    Pursuant to the Memorandum of Understanding, the consideration            
    for the Acquisition will be RMB150,000,000 (equivalent to                 
    approximately HK$141,509,434), which shall be payable as                  
    follows:                                                                  
                                                                              
    (a)     RMB 10,000,000 (equivalent to approximately HK$9,433,962)         
    (the "Deposit") shall be payable as deposit and part                      
    consideration to the Counter-parties within three business days           
    after the date of the Memorandum of Understanding (as at the              
    date of this announcement, the Deposit has been paid by the               
    Company by internal resources of the Group);                              
                                                                              
    (b)     RMB 80,000,000 (equivalent to approximately HK$75,471,698)        
    shall be payable to the Counter-parties upon the signing of the           
    formal sale and purchase agreement; and                                   
                                                                              
    (c)     the balance of RMB 60,000,000 (equivalent to approximately        
    HK$56,603,774) shall be payable to the Counter-parties within             
    three business days after the signing of the formal PRC share             
    transfer agreement regarding the Target Company.                          
                                                                              
    The consideration was arrived at after arm's length negotiations          
    between the Company and the Counter-parties, by reference to              
    the net assets value of the Target Group as represented by the            
    warranties given by the Counter-parties (which are set out in             
    the following paragraph). The Group will satisfy the remaining            
    consideration by internal resources. As at the date of this               
    announcement, no valuation has been performed on the assets of            
    the Target Group.                                                         
                                                                              
    Pursuant to the Memorandum of Understanding, the Counter-parties          
    have warranted the total assets of the Target Group upon                  
    completion shall be RMB800,050,000 (equivalent to approximately           
    HK$754,764,000) and the total liabilities of the Target Group             
    shall be RMB665,050,000 (equivalent to approximately                      
    HK$627,406,000). In the event such figures shall have been                
    different upon completion of the Acquisition, adjustment shall            
    be made to the consideration payable by the Company. Details              
    of the adjustment mechanism will be