10:16 CHINA RICH HOLD<01191> - Announcement (4) for the Consolidated Shares Friday, 22nd July Notes: 1. The Capital Reorganization is conditional upon the conditions set out in the Announcement having been fulfilled. It is expected that the Capital Reorganization will become effective on Friday, 13th May, 2005. 2. The Share Consolidation is conditional upon, inter alia, (i) the Listing Committee of the Stock Exchange granting the listing of, and permission to deal in, the Consolidated Shares; and (ii) the Capital Reorganization having become effective. It is expected that the Share Consolidation will become effective on Monday, 13th June, 2005. GENERAL MANDATE TO ISSUE CONSOLIDATED SHARES As stated in the Announcement, it will be proposed at the SGM to grant a general mandate to issue up to 451,333,239 Reorganized Shares to the Directors. Following completion of the Share Consolidation, such general mandate will not be exercisable technically. The proposed general mandate will be amended to allow the Directors to issue up to 90,266,647 Consolidated Shares, instead of 451,333,239 Reorganized Shares ("New Mandate"). The New Mandate, if granted, will expire at the earliest of: (a) the conclusion of the next annual general meeting of the Company; or (b) the end of the period within which the Company is required by its bye-laws or the Companies Act 1981 of Bermuda to hold its next annual general meeting; or (c) when revoked or varied by an ordinary resolution of the Shareholders at a general meeting. GENERAL 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. At the date of this announcement, (a) the executive Directors are Mr YIP Kwong, Mr DAI Zhong Cheng and Mr KAM Shing; and (b) the independent non-executive Directors are Dr LAU Lap Ping, Dr WONG King Keung, Peter and Mr SIU Edmund. By order of the board China Rich Holdings Limited YIP Kwong Chairman Hong Kong, 15th April 2005 * For identification purpose only