09:22     PAUL Y-ITC<00498> - Announcement (2)                                

    (iii)   the remaining balance of HK$7,816,500 within                      
    six calendar months after Completion.                                     
                                                                              
    (6) Share mortgage:                                                       
    The Purchaser has agreed to enter into a share mortgage                   
    upon Completion in favour of the Company pledging                         
    20,250,000 consolidated CSH Shares (upon the Capital                      
    Reorganisation becoming effective) to the Company as                      
    security for payment of the balance of the                                
    consideration of HK$7,816,500.                                            
                                                                              
    (7)   Conditions precedent:                                               
    Completion is conditional upon, inter alia,                               
    completion of the Capital Reorganisation and Group                        
    Reorganisation by CSH to the reasonable satisfaction                      
    of the Purchaser.                                                         
                                                                              
    In the event that any of the conditions of the Share                      
    Sale Agreement shall not have been fulfilled or waived                    
    (as the case may be) on or before 31st December, 2005                     
    or Completion shall not have taken place for any                          
    reasons (other than a breach of the Share Sale                            
    Agreement by the Purchaser) by 31st December, 2005,                       
    the HK$2,600,000 deposit received by the Company will                     
    be returned to the Purchaser without interest.                            
                                                                              
    (8)   Reasons for the disposal:                                           
    The CSH group had recorded an audited net loss of                         
    approximately HK$474.1 million and HK$189.5 million                       
    for each of the two years ended 31st December, 2002                       
    and 2003, and an unaudited net loss of approximately                      
    HK$94.5 million for the six months ended 30th June,                       
    2004. In view of the loss making history of the CSH                       
    group, the Company considered it prudent to reduce its                    
    holdings in CSH. However, given the Purchaser's                           
    background and business connection in the PRC and the                     
    Republic of Austria as more fully described in the                        
    Joint Announcement, the Company considers that                            
    retaining some interest in CSH would enable it to take                    
    advantage of the future prospects of CSH after the                        
    Disposal.                                                                 
                                                                              
    The Company wishes to iterate that at the current stage,                  
    it has not yet formed any definite intention as to                        
    whether or not it will accept the Hanny Offer or as                       
    regards the choice of accepting the options available                     
    thereunder if it were to accept the Hanny Offer. The                      
    Company will comply with the requirements of the                          
    Listing Rules and make further announcement(s) as and                     
    when appropriate.                                                         
                                                                              
    The Disposal, the Group Reorganisation and or the                         
    Capital Reorganisation may or may not proceed.                            
    Accordingly, shareholders and investors should                            
    exercise caution when dealing in the securities of the                    
    Company.                                                                  
                                                                              
    As at the date of this announcement, the directors of                     
    the Company are as follows:                                               
                                                                              
    Executive directors:                                                      
    Dr. Chan Kwok Keung, Charles (Chairman)                                   
    Mr. Lau Ko Yuen, Tom (Deputy Chairman)                                    
    Mr. Chan Fut Yan (Managing Director)                                      
    Ms. Chau Mei Wah, Rosanna                                                 
    Mr. Cheung Hon Kit                                                        
                                                                              
    Non-executive director:                                                   
    Mr. Cheung Ting Kau, Vincent                                              
                                                                              
    Independent non-executive directors:                                      
    Mr. Kwok Shiu Keung, Ernest                                               
    Mr. Chan Shu Kin                                                          
    Dr. Chow Ming Kuen, Joseph                                                
                                                                              
    By Order of the Board                                                     
    Paul Y. - ITC Construction Holdings Limited                               
    Wong Lai Kin, Elsa                                                        
    Company Secretary                                                         
                                                                              
    Hong Kong, 19th April, 2005