09:49     HANNY HOLDINGS<00275>-Announcement&Resumption of Trading(4)         

    Listing:   No application will be made for the listing of the             
    Convertible Note on the Stock Exchange or any other stock exchange. An    
    application will be made by CTH for the listing of, and permission to     
    deal in, the CTH Conversion Shares to be issued as a result of the        
    exercise of the conversion rights attached to the Convertible Note.       
                                                                              
    Ranking:   *   The Convertible Note will rank pari passu with all other   
    present and future unsecured and unsubordinated obligations of CTH.       
                                                                              
       *   The CTH Conversion Shares to be issued as a result of the          
    exercise of the conversion rights attached to the Convertible Note will   
    rank pari passu in all respects with all other CTH Shares in issue at     
    the date of conversion of the Convertible Note.                           
                                                                              
    Based on the terms of the Convertible Note, the expected yield to         
    maturity of the Convertible Note is approximately 1.9% per annum.         
                                                                              
    CTH Conversion Shares                                                     
                                                                              
    As at the date of this announcement, none of the Company or its           
    respective subsidiaries and connected persons (as defined in the Listing  
     Rules) is interested in any CTH Shares. Upon full conversion of the      
    Convertible Note at the Initial Conversion Price, Loyal Concept will be   
    interested in a total of 1,022,727,272 CTH Conversion Shares.             
                                                                              
    As at the date of this announcement, no decision has been made as to      
    whether or when or the extent to which the conversion rights attached to  
     the Convertible Note are to be exercised by Loyal Concept.               
                                                                              
    Conversion price                                                          
                                                                              
    The Initial Conversion Price of HK$0.44 per CTH Share was arrived at      
    after arm's length negotiation between Loyal Concept, the Other           
    Subscribers and CTH and represents:                                       
                                                                              
    *   a premium of approximately 8.6% over the closing price of HK$0.405    
    per CTH Share as quoted on the Stock Exchange on 24th March, 2005, being  
     the last trading day immediately before trading in the CTH Shares was    
    suspended pending the release of the CTH Announcement; and                
                                                                              
    *   a premium of approximately 3.8% over the average closing price of     
    HK$0.424 per CTH Share as quoted on the Stock Exchange for the last 10    
    trading days up to and including 24th March, 2005.                        
                                                                              
    The comparison of the Initial Conversion Price to the net asset value     
    per CTH Share will be set out in the circular of the Company to be sent   
    to Shareholders.                                                          
                                                                              
    SHAREHOLDING STRUCTURE OF CTH                                             
                                                                              
    Set out below is a table summarised from the CTH Announcement showing     
    (i) the existing shareholding structure of CTH; (ii) CTH's shareholding   
    structure upon completion of the Aggregate Subscription and full          
    conversion of the Aggregate Subscription Convertible Notes at the         
    Initial Conversion Price; and (iii) CTH's shareholding structure upon     
    completion of the Aggregate Subscription and the CTH Placing and full     
    conversion of the Aggregate Subscription Convertible Notes and CTH        
    Placing Convertible Notes at the Initial Conversion Price, assuming that  
     (a) all the CTH Placing Convertible Notes in an aggregate principal      
    amount of HK$44 million are successfully placed by the CTH Placing        
    Agent; and (b) there will be no change to the existing issued share       
    capital of CTH after the date of the CTH Announcement save as mentioned   
    in the CTH Announcement:                                                  
                                                                              
             Upon completion                                                  
             of the Aggregate                                                 
          Upon completion    Subscription and                                 
          of the Aggregate    the CTH Placing and                             
          Subscription    full conversion of the                              
          and full conversion    Aggregate Subscription                       
          of the Aggregate    Convertible Notes and                           
          Subscription Convertible    CTH Placing Convertible                 
       As at the date of the    Notes at the Initial    Notes at the Initial  
                                                                              
       CTH Announcement   Conversion Price   Conversion Price                 
       Number of             Number of             Number of                  
       CTH Shares      %      CTH Shares      %      CTH Shares      %        
                                                                              
    Lunghin Enterprise Inc. (Note 1)   28,558,196      7.9      28,558,196    
          1.1      28,558,196      1.1                                        
    Subscribers                                                               
      Four Fund Subscribers (Note 2)   -      -      443,181,818      17.5    
          443,181,818      16.8                                               
      Other Fund Subscribers   -      -      365,909,092      14.4            
    365,909,092      13.9