10:46 INTERCHINA HOLD<00202> - Announcement (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. INTERCHINA HOLDINGS COMPANY LIMITED (Incorporated in Hong Kong with limited liability) (Stock Code: 202) DISCLOSEABLE TRANSACTION The Directors are pleased to announce that on 9 May 2005, Interchina Water Treatment Limited (a subsidiary of the Company which is owned as to 93% by the Company and the remaining shareholder of which is an Independent Third Party) entered into the Co-operation Agreement with the PRC Party in relation to the Sewage Treatment Plants Project. Pursuant to the Co-operation Agreement, the Group has been granted an exclusive right to finance, design, construct, own, manage, maintain and operate two sewage treatment plants (the daily capacity of each shall be 40,000 tonnes) in Zhuozhou, Hebei Province, the PRC for 25 years. Pursuant to the Co-operation Agreement, the Group shall establish the WFOE to develop the Sewage Treatment Plants Project, the registered capital of which shall be approximately RMB38,000,000 (equivalent to approximately HK$35,849,000). It is proposed by the Group that the total investment of the WFOE be approximately RMB124,539,000 (equivalent to approximately HK$118,000,000), which is based on the approval from the relevant governmental authority of the PRC (being the local government of Bao Ding City (*), the PRC (which also has governance over Zhuozhou, where the sewage treatment plants will be situated) )approving the project. The PRC Party, which together with its ultimate beneficial owners, are to the best of the Directors' knowledge, information and belief having made all reasonable enquiry, third parties independent of the Group and connected persons (as defined under the Listing Rules) of the Group. The entering into of the Co-operation Agreement constitutes a discloseable transaction of the Company under the Listing Rules. A circular containing, among other matters, details of the transactions contemplated under the Co-operation Agreement and information of the Group will be despatched to the shareholders of the Company within 21 days after the date of this announcement. The Directors are pleased to announce that on 9 May 2005, Interchina Water Treatment Limited (a subsidiary of the Company which is owned as to 93% by the Company and the remaining shareholder of which is an Independent Third Party) entered into the Co-operation Agreement with the PRC Party in relation to the Sewage Treatment Plants Project. Pursuant to the Co-operation Agreement, the Group has been granted an exclusive right to finance, design, construct, own, manage, maintain and operate two sewage treatment plants (the daily capacity of each shall be 40,000 tonnes) in Zhuozhou, Hebei Province, the PRC for 25 years from the date on which the Group has been granted the construction permit (*). The Group's exclusive right to operate and own the two sewage treatment plants pursuant to the Co-operation Agreement will expire at the end of the 25-year period, whereby the right to operate and own the same will be returned to the