09:21     PAUL Y-ITC<00498> - 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.                                                     
                                                                              
    PAUL Y. - ITC CONSTRUCTION HOLDINGS LIMITED                               
    (Incorporated in Bermuda with limited liability)                          
    (Stock Code: 498)                                                         
                                                                              
    ANNOUNCEMENT IN COMPLIANCE WITH                                           
    RULE 13.09 OF THE LISTING RULES                                           
                                                                              
    The Company wishes to announce that CSH, Hanny and                        
    certain others have today made a joint announcement                       
    providing further details of the Disposal, the Capital                    
    Reorganisation and the Group Reorganisation.                              
                                                                              
    Reference is made to the announcement made by the                         
    Company on 14th March, 2005 of a disposal (the                            
    "Disposal") by the Company of 135 million shares (the                     
    "CSH Share(s)") in China Strategic Holdings Limited                       
    ("CSH"), a proposed capital reorganisation (the                           
    "Capital Reorganisation"), a proposed group                               
    reorganisation (the "Group Reorganisation") by CSH                        
    and a proposed voluntary offer (the "Hanny Offer") by                     
    Hanny Holdings Limited ("Hanny") for assets                               
    distributed as part of the Group Reorganisation.                          
    Capitalised terms used and not otherwise defined in                       
    this announcement shall have the meanings given to                        
    them in the announcement of the Company dated 14th                        
    March, 2005.                                                              
                                                                              
    The Company wishes to announce that CSH, Hanny and                        
    certain others have today made a joint announcement                       
    (the "Joint Announcement") in relation to the Disposal,                   
    the Capital Reorganisation, the Group Reorganisation                      
    and the Hanny Offer. Shareholders of the Company                          
    ("Shareholders") may refer to the Joint Announcement                      
    for further details of these transactions.                                
                                                                              
    For Shareholders' information, material terms of the                      
    agreement for the Disposal (the "Share Sale Agreement")                   
    are summarised below:                                                     
                                                                              
    (1)   Date of the Share Sale Agreement:                                   
    10th March, 2005                                                          
                                                                              
    (2)   Parties                                                             
    Vendors:   the Company and Hanny                                          
                                                                              
    Purchaser:   Nation Field Limited (the "Purchaser"),                      
    a company incorporated in the British Virgin Islands                      
    with limited liability and beneficially and wholly                        
    owned by Mr. Gao Yang. Mr. Gao Yang is a resident of                      
    the People's Republic of China ("PRC") and has engaged                    
    in trading business between the PRC and the Republic                      
    of Austria. The Purchaser and Mr. Gao Yang are                            
    independent third parties not connected with the                          
    Company and its connected persons (as defined in the                      
    Listing Rules).                                                           
                                                                              
    (3)   Assets being disposed of:                                           
    135 million CSH Shares (equivalent to 67,500,000                          
    consolidated CSH Shares upon the Capital                                  
    Reorganisation becoming effective), representing                          
    approximately 15.3% of the issued share capital of                        
    CSH.                                                                      
                                                                              
    (4)   Consideration:                                                      
    Cash sum of HK$26,055,000, which is equivalent to                         
    approximately HK$0.193 per CSH Share.                                     
                                                                              
    The consideration has been arrived at after arm's                         
    length negotiations, having taken into account the                        
    estimated net asset value of the CSH group (before and                    
    after the Group Reorganisation) and the market                            
    performance of the CSH Shares prior to suspension of                      
    trading on 8th March, 2005.                                               
                                                                              
    (5)   Payment terms:                                                      
    (i)   HK$2,600,000 has been paid to the Company upon                      
    the signing of the Share Sale Agreement;                                  
                                                                              
    (ii)   HK$15,638,500 upon the completion of the Share                     
    Sale Agreement ("Completion"); and