09:37     JIWA BIO-PHARM<02327> - 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.                                        
                                                                              
    Jiwa Bio-Pharm Holdings Limited                                           
    (Incorporated in Bermuda with limited liability)                          
    (Stock Code : 2327)                                                       
                                                                              
    DISCLOSEABLE TRANSACTION                                                  
    JOINT VENTURE IN MANUFACTURING PHARMACEUTICAL BULK MATERIALS              
                                                                              
    SUMMARY                                                                   
                                                                              
    Reference is made to the announcement of the Company dated 11             
    November 2004, in which it was announced that Jiwa Rintech would          
    construct a new plant in the PRC for the manufacture of                   
    pharmaceutical bulk materials. Pursuant to Rule 14.36 of the              
    Listing Rules, the Directors announce that they have decided              
    on 20 May 2005 to change the plan. After considering a number             
    of options, the Directors considered that it is in the interest           
    of the Company to invest in a PRC JV Company instead of                   
    constructing its own plant.                                               
                                                                              
    On 25 May 2005, Jiwa Rintech entered into the Capital Injection           
    Agreement with Party A, Party B and Party C, pursuant to which            
    Jiwa Rintech agreed to make a capital contribution of                     
    RMB24,000,000 (equivalent to approximately HK$22.6 million) and           
    Party A agreed to make an additional capital contribution of              
    RMB172,300 (equivalent to approximately HK$0.16 million) in the           
    PRC JV Company.                                                           
                                                                              
    The investment of Jiwa Rintech in the PRC JV Company constitutes          
    a discloseable transaction for the Company under the Listing              
    Rules. A circular containing, amongst others, details of the              
    Capital Injection Agreement and the injection of capital into             
    the PRC JV Company will be sent to the shareholders of the Company        
    as soon as practicable.                                                   
                                                                              
    THE CAPITAL INJECTION AGREEMENT                                           
                                                                              
    Date    :       25 May 2005                                               
                                                                              
    Parties :       (a)     Jiwa Rintech                                      
                    (b)     Party A                                           
                    (c)     Party B                                           
                    (d)     Party C                                           
                                                                              
    To the best of the Directors' knowledge, information and belief           
    after all reasonable enquiry, each of Party A, Party B, Party             
    C and their respective ultimate beneficial owners is third party          
    independent of the Group and connected persons (as defined in             
    the Listing Rules) of the Group.                                          
                                                                              
    Content :       Jiwa Rintech agreed to make a capital contribution        
    of RMB24,000,000 (equivalent to approximately HK$22.6 million)            
    in the PRC JV Company and Party A agreed to make an additional            
    capital contribution of RMB172,300 (equivalent to approximately           
    HK$0.16 million) in the PRC JV Company. The amount of                     
    contribution by Jiwa Rintech was determined with reference to             
    the costs of setting up a new manufacturing plant in the PRC as           
    contemplated by the Group. Party A agreed to contribute                   
    RMB172,300 so at to round up the registered capital of the PRC            
    JV Company from RMB29,827,700 to RMB30,000,000.                           
                                                                              
    The PRC JV Company was established in November 2003. As