09:15 E-LIFE INT'L<00370> - 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. E-LIFE INTERNATIONAL LIMITED (Incorporated in Bermuda with limited liability) (Stock Code: 0370) FURTHER DELAY IN DESPATCH OF CIRCULAR THE SUPPLEMENTAL AGREEMENT Reference is made to the announcement of the Company dated 6 April 2005 regarding the further delay in despatch of the Circular to the Shareholders in relation to the very substantial acquisition. The Company has applied to the Stock Exchange for a further extension on the time of despatch of the Circular. The despatch date of the Circular will be delayed from 13 May 2005 to on or before 20 May 2005. The Board also announced that after entering into the Subscription Agreement on 3 February 2005, Funeway entered into the Supplemental Agreement with Shanxi Changxing, Mr. Yu-wen and Ms. Yu-wen to alter, among other things, the payment terms under the Subscription Agreement on 16 April 2005. Reference is made to the announcements (the "Announcements") of E-LIFE International Limited (the "Company") dated 3 February 2005, 24 February 2005 and 6 April 2005 in relation to the subscription of the registered capital in a coke enterprise which constitutes a very substantial acquisition of the Company and the delay in despatch of a circular in relation to such very substantial acquisition (the "Circular"). Terms defined in this announcement shall have the same meanings as those defined in the Announcements unless the context requires otherwise. Pursuant to Rules 14.38 and 14.48 of the Listing Rules, the Company is required to despatch the Circular to the Shareholders within 21 days after the publication of the announcement of the Company dated 3 February 2005, which is on or before 25 February 2005. The Company applied to the Stock Exchange on 24 February 2005 to extend the despatch date of the Circular from 25 February 2005 to on or before 4 April 2005. In addition, the Company applied to the Stock Exchange on 6 April 2005 to further extend the despatch date of the Circular from 4 April 2005 to on or before 13 May 2005. At present, the draft Circular which includes, among other things, the accountants' report of Shanxi Changxing and the valuation report, has been submitted to the Stock Exchange for clearance. As additional time is required to finalise the information contained in the Circular, the Company has applied to the Stock Exchange for a further extension on the time of despatch of the Circular. The despatch date of the Circular will be delayed from 13 May 2005 to on or before 20 May 2005. The Supplemental Agreement The Board also announced that Funeway further entered into a supplemental agreement (the "Supplemental Agreement") with Shanxi Changxing, Mr. Yu-wen and Ms. Yu-wen to alter, among other things, the payment terms under the Subscription Agreement on 16 April 2005. As all parts of the Capital Injection must be deposited into Shanxi Changxing's capital account of foreign currency (the "Capital Account") and Shanxi Changxing was not able to open such account within 30 days from the signing of the Subscription Agreement, the parties entered into the Supplemental Agreement to amend the payment terms of the Capital Injection. In addition, pursuant to the Subscription Agreement, Funeway, Mr. Yu-wen and Ms. Yu-wen agreed to appoint a qualified valuer in the PRC to assess the assets value of Shanxi Changxing as at 31 December 2004, which would form a basis to determine the capital contributions from Funeway, Mr. Yu-wen and Ms. Yu-wen in the registered capital of Shanxi Changxing, and in any event the capital contribution by Funeway will not be less than 51% of the registered capital of Shanxi Changxing. The Supplemental Agreement aims to provide an exit clause to terminate by any party of the Subscription Agreement regarding such asset valuation. The principal terms of the Supplemental Agreement are (i) the amendments to the payment terms of the Capital Injection; and (ii) a supplemental clause in relation to asset valuation to determine each party's contribution ratio in Shanxi Changxing. 1. The payment terms of the Capital Injection are amended as follows: