09:30 FIRST DRAGONCOM<00875> - Announcement & Resumption (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. FIRST DRAGONCOM AGRO-STRATEGY HOLDINGS LIMITED (incorporated in Bermuda with limited liability) (Stock code: 875) PROPOSED CONVERTIBLE BOND ISSUE RESUMPTION OF TRADING IN THE SHARES OF THE COMPANY THE AGREEMENT The Company entered into the Agreement with Top Strategy on 11 April 2005 pursuant to which Top Strategy agreed to subscribe for, and the Company agreed to allot and issue the Bond. Top Strategy and its ultimate beneficial owner are third parties independent of and not connected with the Company and connected persons of the Company. THE BOND The principal amount of the Bond will be issued at the price of HK$20,000,000 in denomination of HK$100,000 each. The Bond will bear interest on the outstanding principal from the date of issue at a rate per annum equal to 4% per annum accrued from the date of issue on a day to day basis on the principal amount of the Bond outstanding, payable semi-annually in arrear on dates falling six months and one year after the date of issue of the Bond. The Company will repay the outstanding principal amount of the Bond on the first anniversary of the date of the Issue, unless previously converted into Shares. The conversion price is HK$0.0429, representing a discount of approximately 19.96% to the average closing price of the Shares, i.e. HK$0.0536 over the 10 previous trading days prior to the suspension of trading of the Shares on the Stock Exchange and also representing a discount of approximately 15.88% to the closing price of the Shares, i.e. HK$0.051, as quoted on the Stock Exchange on 11 April 2005. A SGM will be held for the purposes of approving the Agreement, the Instrument, the allotment and issue of any Shares in the capital of the Company which may fall to be allotted and issued upon the exercise of conversion rights attached to the Instrument and the transaction(s) contemplated therein in accordance with Rule 13.36(1)(a) of the Listing Rules. A circular containing, amongst other things, details of the Issue and a notice to convene the SGM will be sent to Shareholders as soon as practicable. At the request of the Company, trading in the Shares has been suspended from 9:30 a.m. on 12 April 2005. Application has been made by the Company to the Stock Exchange for resumption of trading with effect from 9:30 a.m. on 20 April 2005. THE AGREEMENT DATED 11 APRIL 2005 The Directors are pleased to announce that the Company entered into the Agreement with Top Strategy on 11 April 2005 pursuant to which Top Strategy agreed to subscribe for, and the Company agreed to allot and issue the Bond. Top Strategy and its ultimate beneficial owner are independent third parties not connected with the Company and not connected with or acting in concert with the directors, chief executives and substantial shareholders of the Company or any of its subsidiaries or their respective associates. Conditions Completion of the Agreement is conditional on the following: (a) the passing by the Shareholders in the SGM of an ordinary resolution approving the Agreement, the Instrument and the transaction(s) contemplated therein; and (b) the Stock Exchange having granted the listing of, and permission to deal in the Conversion Shares which may fall to be issued on conversion of the Bond.