09:25     CH N RES DEV<00661> - Announcement (2)                              

    own commercial consideration, it would not consider proceeding further    
    with the proposed Share Transactions. During the interim period, the      
    Company discussed with BSRAP and Smartgood preliminarily on the terms of  
    the Share Transactions but no significant progress was made. No           
    agreement was signed in respect of the Share Transactions.                
                                                                              
    Neither BSRAP nor its ultimate beneficial owners are connected persons    
    (as defined in the Listing Rules) of the Company and they are third       
    parties independent of and not connected with any of its directors,       
    chief executive and substantial shareholders of the Company or any of     
    its subsidiaries, or any of their respective associates (as defined in    
    the Listing Rules).                                                       
                                                                              
    Smartgood is the controlling shareholder of the Company whose entire      
    issued share capital is held by Mr. Zhou, the former chairman and former  
    executive director of the Company. As at the date of this announcement,   
    Smartgood is (i) interested in 1,138,879,164 Shares, representing about   
    60.69% of the entire issued share capital of the Company (ii) a holder    
    of 31,000 6% redeemable convertible preference shares of par value of     
    HK$1.00 each with a notional value of HK$5.00 each issued by the Company  
    on 22 February 1992 and (iii) a holder of HK$10,000,000 2% convertible    
    notes issued by the Company on 16 December 2002 due on 16 December 2005.  
                                                                              
    Changes In Directorship                                                   
                                                                              
    The board ("Board") of directors ("Directors") of the Company announces   
    the following changes in directorships of the Company:                    
                                                                              
    Resignation                                                               
                                                                              
    Mr. Zhou Weirong                                                          
                                                                              
    Mr. Zhou resigned as chairman and executive Director of the Company with  
    effect from 8 April 2005 due to personal reasons. Mr. Zhou has in his     
    resignation letter dated 8 April 2005 confirmed that he had no            
    disagreement with the Company and there was no matter relating to his     
    resignation that needed to be brought to the attention of the             
    shareholders of the Company. Under the service agreement entered into     
    between the Company and Mr. Zhou, both parties are at liberty to          
    terminate the service agreement without any cause by giving six months'   
    notice or payment in lieu of notice to the other party. The Board         
    recognized the contribution that Mr. Zhou had made since his joining the  
    Group on 26 November 2003 in helping and assisting the Group in getting   
    through the past difficult years. In view of Mr. Zhou's past performance  
    and contribution to the Group, the Board (including the independent       
    non-executive Directors) accepted Mr. Zhou's resignation at short notice  
    and is prepared not to seek compensation against Mr. Zhou as a result of  
    his resignation.                                                          
                                                                              
    Before his resignation as chairman and executive Director of the          
    Company, Mr. Zhou was also director of the following members of the       
    Group:                                                                    
                                                                              
    (1)        Great Shanghai Investments (Holdings) Limited                  
    (2)        Goldright Finance Limited                                      
    (3)        Ample Year Limited                                             
    (4)        China National Resources Investments Limited                   
    (5)        China National Information Resources Holdings Limited          
    (6)        Trade Epoch International Limited                              
    (7)        China Valley Investments Limited                               
    (8)        Success Honest Group Limited                                   
    (9)        Keung Tai Holdings Limited                                     
    (10)        Advance Victory Investments Limited                           
    (11)        ZhongMin Lottery Technology Co., Ltd.                         
    (12)        Xin Yun Science & Technology Co., Ltd.                        
                                                                              
    Mr. Zhou has not resigned as Director of the above members of the Group.  
    Following his resignation as Director of the Company, Mr. Zhou was        
    removed from office of director of the above Group members save for       
    ZhongMin Lottery Technology Co., Ltd. and Xin Yun Science & Technology    
    Co., Ltd. where arrangements are being made by the Group to remove Mr.    
    Zhou's office as director of these companies. The Company confirms that   
    Mr. Zhou is no longer involved in any of the affairs of the members of    
    the Group.                                                                
                                                                              
    The major role and responsibility of Mr. Zhou in the Group before his     
    resignation is corporate business planning. The Group is under the        
    management of the Directors and senior management of the Company as a     
    whole and does not rely solely on any single member of the Board or the   
    senior management for its management and operation. The Directors         
    (including the independent non-executive directors) are of the view that  
    Mr. Zhou's resignation as the chairman and executive Director of the      
    Company will not have a material adverse impact on the business and       
    operation of the Group.