09:34 CHINA HEALTH<00673> - 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. China HealthCare Holdings Limited (incorporated in Bermuda with limited liability) (Stock code: 673) PROPOSED ISSUE OF CONVERTIBLE BONDS AND RESUMPTION OF TRADING Financial Advisor to China HealthCare Holdings Limited Hercules Hercules Capital Limited The Directors are pleased to announce that on 26 April 2005, the Company entered into the Subscription Agreements with the Bondholders in connection with the issue of the Convertible Bonds by the Company with an aggregate principal amount of US$6.6 million. Under the Subscription Agreements, the Company may issue further convertible bonds on similar terms up to an aggregate principal amount of US$7.4 million on or before 30 June 2005. A further announcement will be made by the Company regarding the issue of further convertible bonds. The Convertible Bonds are denominated in United States dollars and are convertible into ordinary shares of HK$0.10 each in the share capital of the Company. Completion of the Subscription Agreements is subject to the satisfaction of the conditions precedent set out in the sub-section headed "Conditions of the Subscription Agreements" below. The Convertible Bonds will be issued to the Bondholders, who and their ultimate beneficial owners (where appropriate) are not connected persons of the Company. The Company will apply to the Stock Exchange for the listing of, and permission to deal in, the Conversion Shares. The net proceeds from the issue of the Convertible Bonds are estimated to be approximately US$6.47 million. The aggregate expenses relating to the issue of the Convertible Bonds amount to approximately US$130,000 and include commission payable to the Agent, legal and professional fees, printing and other ancillary expenses. Commission payable to the Agent amounts to US$61,500, which represents 1% of the gross proceeds raised by it. The Agent is independent of and not connected with the Company or its connected persons, and is not a connected person of the Company. The net proceeds are currently intended to be used for general corporate purposes in developing medical, pharmaceutical and healthcare business. As the Subscription Agreements may or may not complete, Shareholders and prospective investors are advised to exercise caution when dealing in the shares of the Company. At the request of the Company, trading in the Shares on the Stock Exchange was suspended with effect from 9:30 a.m. on 26 April 2005 pending the release of this announcement, and application has been made by the Company for the resumption of trading in the Shares on the Stock Exchange with effect from 9:30 a.m. on 3 May 2005. 1. SUBSCRIPTION AGREEMENT DATED 26 APRIL 2005 Introduction The Directors are pleased to announce that on 26 April 2005, the Company entered into the Subscription Agreements with the Bondholders in connection with the issue of the Convertible Bonds with an aggregate principal amount of US$6.6 million. Under the Subscription Agreements, the Company may issue further convertible bonds on similar terms up to an aggregate principal amount of US$7.4 million on or before 30 June 2005. A further announcement will be made by the Company regarding the issue of further convertible bonds. The Convertible Bonds are denominated in United States dollars and are convertible into ordinary shares of HK$0.10 each in the share capital of the Company. Parties: (a) the Company; and (b) the Bondholders. The Bondholders and their ultimate beneficial owners (where appropriate) are not connected persons of the Company. Subject to the fulfilment of the conditions set out below under the