09:31 INTERCHINA HOLD<00202> - Announcement (2) The Board would like to state that as set out in the Announcement, the consideration of the Acquisition (being RMB 150,000,000) 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. The Board would like to state that according to the information provided by the Counter-parties, the registered capital of the Target Company is RMB160,000,000. Accordingly, the consideration of the Acquisition does represent a discount when compared to the registered capital of the Target Company. Unusual trading volume The Directors have noted the recent increase in the trading volume of the shares of the Company and wish to state that save for negotiations regarding (i) the Acquisition as set out in the Announcement; (ii) possible co-operation which might involve construction by the Group of a sewage treatment plant with a daily capacity of 80,000 tonnes in Hebei, the PRC; (iii) possible investment by a strategic investor in the water treatment operations of the Group; (iv) negotiations with Xianyang Government regarding the future operations of the water treatment plant project in Xianyang City, Shaanxi Province, the PRC (details of which were disclosed in the announcement of the Company dated 29 October 2003); (v) possible disposal of non-core business of the Group; and (vi) future financing which might involve an element of convertible securities, they are not aware of any reason for such increase. The counter-parties to the aforesaid negotiations 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. As at the date of this announcement, save for the Acquisition, no terms or method of investments or co-operation have been agreed between the Company and the counter-parties. The proposed investments or co-operation may or may not proceed. Further announcement will be made in compliance with the Listing Rules as and when appropriate. Shareholders and potential investors are advised to exercise caution when dealing in shares of the Company. The Directors confirm that save as disclosed above, there are no negotiations or agreements relating to intended acquisitions or realisations which are discloseable under Rule 13.23, neither is the board aware of any matter discloseable under the general obligation imposed by Rule 13.09, which is or may be of a price-sensitive nature. This announcement is made by the order of the board of the Company, the Directors of which individually and jointly accept responsibility for the accuracy of this statement. As at the date of this announcement, the executive Directors are Mr. Zhang Yang, Mr. Chan Wing Yuen, Hubert and Mr. Lam Cheung Shing, Richard, the non-executive Director is Mr. Hui Ho Ming, Herbert, J.P., the independent non-executive Directors are Mr. Lee Peng Fei, Allen, J.P., Mr. Wu Wai Chung, Michael, Mr. Wong Hon Sum and Ms. Ha Ping. By order of the Board of Interchina Holdings Company Limited Lam Cheung Shing, Richard Director and Company Secretary Hong Kong, 14 April 2005