09:35 SHOUGANG INT'L<00697> - Announcement (2) REASON FOR THE CANCELLATION As at 30 June 2004, the Company had (on an unconsolidated basis) Accumulated Losses of approximately HK$2,920 million and no repayment on the Accumulated Losses has been made since 30 June 2004. The Company had incurred further losses of approximately HK$17 million (the "Further Losses") during the period from 1 July 2004 to 31 March 2005 but does not seek to eliminate these losses. The Further Losses were not related to the Accumulated Losses and were unknown when evidence was prepared for the application to the High Court. The Company only seeks, to the extent permitted by the High Court, to eliminate the Accumulated Losses (which were permanent losses of approximately HK$2,920 million as at 30 June 2004). The Cancellation (and the writing off of Accumulated Losses against the credit arising on the Cancellation) is designed to ensure that the Company will have a capital structure that would permit the payment of dividends, as and when the Directors consider it appropriate in the future. At this stage, there can be no assurance that a dividend will be declared or paid in the future even in circumstances where the Cancellation becomes effective. IMPACT OF THE CANCELLATION The Cancellation does not involve any reduction in the authorised or issued share capital of the Company nor does it involve any reduction in the nominal value of a Share or the trading arrangements (including board lot size) concerning the Shares. Implementation of the Cancellation will not, of itself, alter the underlying assets, business, operations, management, financial position (other than as regards the payment of the estimated expenses of approximately HK$500,000) or the share capital of the Company. GENERAL A circular containing further details concerning the Cancellation and containing notice of an extraordinary general meeting to consider and if thought fit pass the requisite resolution to approve the Cancellation will be despatched to the Shareholders on 20 May 2005. DEFINITIONS In this announcement, the following expressions have the meanings set out below, unless the context requires otherwise: "Cancellation" the proposed cancellation of the amount standing to the credit of the Company's share premium account and capital reserve account, with the intention that the credit arising will be applied, to the extent permitted by the High Court, in writing off the accumulated losses of the Company as at 30 June 2004, with the balance of the credit arising being transferred to a special capital reserve to be created by the Company; "Companies Ordinance" the Companies Ordinance (Chapter 32 of The Laws of Hong Kong); "Company" Shougang Concord International Enterprises Company Limited, a company incorporated in Hong Kong with limited liability, the shares of which are listed on the main board of The Stock Exchange of Hong Kong Limited; "Directors" the directors of the Company; "High Court" the High Court of Hong Kong; "HK$" Hong Kong dollars, the lawful currency of Hong Kong; "Hong Kong" the Hong Kong Special Administrative Region of the People's Republic of China; "Share(s)" ordinary share(s) of HK$0.20 each in the share capital of the Company; and "Shareholders" the holders of the Shares from time to time.