09:11 ZHONG HUA INT'L<01064>-Announcement&Resumption of Trading(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. ZHONG HUA INTERNATIONAL HOLDINGS LIMITED (Incorporated in Bermuda with limited liability) (Stock Code: 1064) PLACING OF NEW SHARES UNDER GENERAL MANDATE Financial Adviser GET NICE CAPITAL LIMITED Placing Agent GET NICE INVESTMENT LIMITED The Company has on 17 May 2005 entered into the Placing Agreement with the Placing Agent to procure subscribers, on a fully underwritten basis, to subscribe for 783,000,000 new Shares at a price of HK$0.020 per Share. The Placing Shares represent approximately 19.98% of the Company's existing issued share capital and approximately 16.65% of its issued share capital as enlarged by the Placing. The Placing Price represents (i) at par to the closing price of the Shares of HK$0.020 quoted on the Stock Exchange on 13 May 2005, being the last trading day prior to the suspension of trading of the Shares and the date of the Placing Agreement; (ii) a discount of approximately 15.97 % to the average closing price of the Shares of HK$0.0238 quoted on the Stock Exchange for the five consecutive trading days up to and including 13 May 2005; and (iii) a discount of approximately 19.35% to the average closing price of the Shares of HK$0.0248 quoted on the Stock Exchange for the ten consecutive trading days up to and including 13 May 2005. The gross proceeds from the Placing will be HK$15.66 million and the net proceeds from the Placing of approximately HK$15.21 million will be used as general working capital of the Group. The Placing is conditional upon the Stock Exchange granting listing of and permission to deal in the Placing Shares. Shareholders and potential investors are advised to exercise caution when dealing in the Shares as the Placing may or may not proceed. At the request of the Company, dealings in the Shares on the Stock Exchange were suspended with effect from 9:30 a.m. on 17 May 2005 pending for the release of this announcement. Application has been made for the resumption of trading on the Stock Exchange with effect from 9:30 a.m. on 19 May 2005. PLACING AGREEMENT DATED 17 May 2005 The Placing Issuer: Zhong Hua International Holdings Limited, a company incorporated in Bermuda whose Shares are listed on the Stock Exchange. Placing Agent and Placees: Get Nice Investment Limited is the Placing Agent, who and whose ultimate beneficial owners are not connected persons of the Company and are independent third parties not connected with the directors, chief executive or substantial shareholder of the Company or any of its subsidiaries or associates of any of them. The Placing Shares will be placed to not less than six Placees, being individuals, institutional or other professional investors, and who and whose ultimate beneficial owners will not be connected persons of the Company and will be independent third parties not connected with the directors, chief executive or substantial shareholder of the Company or any of its subsidiaries or associates of any of them. It is expected that none of the Placees will become substantial shareholder of the Company immediately after the Placing. Number of Placing Shares: 783,000,000 new Shares representing approximately 19.98% of the Company's existing issued share capital and approximately 16.65% of its issued share capital as enlarged by the Placing. Placing Price: