09:01 NCM HOLDINGS<08085> - Announcement (1) The Stock Exchange of Hong Kong Limited (the "Stock Exchange") 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. This announcement, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Rules Governing the Listing of Securities on the Growth Enterprise Market of the Stock Exchange for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that, to the best of their knowledge and belief: (1) the information contained in this announcement is accurate and complete in all material respects and not misleading; (2) there are no other matters the omission of which would make any statement in this announcement misleading; and (3) all opinions expressed in this announcement have been arrived at after due and careful consideration and are founded on bases and assumptions that are fair and reasonable. New Chinese Medicine Holdings Limited (Incorporated in the Cayman Islands with limited liability) (STOCK CODE : 8085) CHANGE OF AUDITORS AND NOTICE OF EXTRAORDINARY GENERAL MEETING The Board of the Company announces that TK Choi And Company and P Tse & Company tendered their resignation as joint auditors of the Company and its subsidiaries with effect on 18th April, 2005. Further to our announcements of 18th April, 28th April and 4th May, 2005, and due to technicality reasons, an extraordinary general meeting will be held again on Monday, 23rd May, 2005 at 10:00 a.m. for the purpose of appointing HLB Hodgson Impey Cheng, Certified Public Accountants as auditors of the Company and its subsidiaries. The board of directors (the "Board") of New Chinese Medicine Holdings Limited (the "Company") hereby announces that TK Choi And Company and P Tse & Company ("TKC") tendered their resignation as joint auditors of the Company and its subsidiaries with effect on 18th April, 2005. The Board wishes to appoint HLB Hodgson Impey Cheng, Certified Public Accountants ("HLB") as auditors of the Company and its subsidiaries. In accordance with the articles of association of the Company, an ordinary resolution will have to be tabled for approval by the members of the Company at an extraordinary general meeting ("EGM"). The Board issued an announcement on change of auditors and notice of extraordinary general meeting on 18th April, 2005 and the proxy form was issued on 28th April, 2005. The EGM was held on 3rd May, 2005 for the purpose of appointment of auditors and result of the meeting was announced on 4th May, 2005. However, due to technicality reasons, an extraordinary general meeting will be held again at Meeting Room, 1/F, Wing Fai Shopping Arcade, 52 Wing Kwong Street, Hunghom, Kowloon, Hong Kong on Monday, 23rd May, 2005 at 10:00 a.m. to approve the ordinary resolution set out below. The directors of the Company (the "Directors") have confirmed that TKC has not commenced any audit work of the Company for the year ended 31st March, 2005. TKC has confirmed to the Company that there are no circumstances connected with their resignation which should be brought to the attention of The Stock Exchange of Hong Kong Limited and members of the Company. The Directors consider HLB's experience appropriate in handling the audit of the Company. A circular in relation to the appointment of auditors will be despatched as soon as possible. Made by the order of the Board, the Directors of which collectively and individually accept responsibility for the accuracy of this announcement. As at the date of this announcement, the Board comprises of (i) five executive Directors, namely Messrs. Wong Cheah Foo, Leung Oi Wah, Kam Yiu Ming Wilfred, Gao Junqing and Lin Daquan; and, (ii) three independent non-executive Directors, namely Messrs. Junya Kabeya, Chu Kar Wing and Loke Hoi Lam.