10:15     CHINA RICH HOLD<01191> - Announcement (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 Rich Holdings Limited                                               
    (incorporated in Bermuda with limited liability)                          
    (Stock Code: 1191)                                                        
                                                                              
    PROPOSED SHARE CONSOLIDATION                                              
                                                                              
                                                                              
    PROPOSED SHARE CONSOLIDATION                                              
                                                                              
    The Board proposes that subject to, among other things, the Capital       
    Reorganization becoming effective, every five Reorganized Shares of       
    HK$0.01 each be consolidated into one Consolidated Share of HK$0.05.      
                                                                              
    As a result of the Share Consolidation, the proposed grant of general     
    mandate to issue shares of the Company to be considered at the SGM will   
    relate to 90,266,647 Consolidated Shares, instead of 451,333,239          
    Reorganized Shares as stated in the Announcement.                         
                                                                              
    Details of the Share Consolidation will be included in the circular       
    containing, among other things, details of the Capital Reorganization     
    and the grant of the New Mandate together with a notice convening the     
    SGM to be despatched to the Shareholders on Monday, 18th April 2005.      
                                                                              
                                                                              
    Reference is made to the announcement ("Announcement") of China Rich      
    Holdings Limited dated 4th April 2005. Terms defined in the Announcement  
    shall have the same meanings when used in this announcement, unless the   
    context requires otherwise.                                               
                                                                              
    PROPOSED SHARE CONSOLIDATION                                              
                                                                              
    The Board proposes that subject to the Capital Reorganization becoming    
    effective, every five Reorganized Shares of HK$0.01 each be consolidated  
    ("Share Consolidation") into one share ("Consolidated Share") of          
    HK$0.05.                                                                  
                                                                              
    Effects of the Share Consolidation                                        
                                                                              
    Following completion of the Share Consolidation and assuming completion   
    of the Rights Issue,                                                      
                                                                              
    (i)   the authorized share capital of the Company will remain unchanged   
    at HK$800,000,000;                                                        
                                                                              
    (ii)   the authorized share capital of the Company of HK$800,000,000      
    will be divided into 16,000,000,000 Consolidated Shares, of which         
    15,323,000,142 Consolidated Shares will remain unissued;                  
                                                                              
    (iii)   the issued share capital of the Company will be HK$33,849,992.90  
    divided into 676,999,858 Consolidated Shares.                             
                                                                              
    The Consolidated Shares will rank pari passu in all respects with the     
    Reorganized Shares in issue prior to the Share Consolidation becoming     
    effective on the basis of five Reorganized Shares for one Consolidated    
    Share and there will be no change in the relative rights of the           
    Shareholders. Fractional entitlements of Consolidated Shares, if any,     
    will be aggregated and sold for the benefit of the Company. Board lot     
    size for trading in the Consolidated Shares will remain unchanged as      
    2,000 Consolidated Shares each.                                           
                                                                              
    Conditions of the Share Consolidation                                     
                                                                              
    The Share Consolidation is conditional upon the following conditions      
    having been fulfilled:                                                    
                                                                              
    (i)   the passing of an ordinary resolution by the Shareholders at the    
    SGM to approve the Share Consolidation as contained in the notice of      
    SGM;                                                                      
                                                                              
    (ii)   the Listing Committee of the Stock Exchange granting the listing   
    of, and permission to deal in, the Consolidated Shares in issue upon the  
    Share Consolidation becoming effective; and                               
                                                                              
    (iii)   the Capital Reorganization having become effective.               
                                                                              
    In order to avoid additional administrative expenses incurred in          
    relation to amendment of the timetable for the Rights Issue as agreed     
    between the Company and Yu Ming, the Share Consolidation will only        
    become effective after the earlier of completion of the Rights Issue and