09:15 ZHONG HUA INT'L<01064> - Announcement & Resumption (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) ANNOUNCEMENT This announcement is made pursuant to Rule 13.09 of the Listing Rules. The Directors wish to announce that the Company is in the course of negotiating with an independent third party for the possible acquisition of a cruise liner (with casino and other facilities) and exclusive operating rights of shipping lanes. However, certain terms of the Proposed Acquisition have yet to be reached up to the date of this announcement. At present, negotiation in relation to the Proposed Acquisition is still undergoing on amicable terms and it is expected that the memorandum of understanding can be signed within a short period of time. Since the exact timing for signing the memorandum of understanding could not be ascertained as at the date of this announcement and in order to avoid a prolonged suspension, the Directors have requested to resume the trading of the shares of the Company. Shareholders should note that the Proposed Acquisition may or may not proceed. In the event that the Proposed Acquisition proceeds, it may constitute a notifiable transaction for the Company under the Listing Rules. Further announcement(s) will be made to inform the Shareholders on the progress of the Proposed Acquisition as and when appropriate. Shareholders and public investors are advised to exercise caution when dealing in the shares of the Company. At the request of the Company, trading in its shares was suspended with effect from 9:30 am, 23 May 2005, pending the release of an announcement in relation to price sensitive information of the Company. Application has been made to the Stock Exchange for the resumption of trading in the shares of the Company with effect from 9:30 am, 30 May 2005. Reference is made to the announcement of Zhong Hua International Holdings Limited (the "Company") dated 20 May 2005 regarding the possible acquisition of a cruise liner. This announcement is made pursuant to Rule 13.09 of the Listing Rules. INFORMATION ON THE PROPOSED ACQUISITION The board of directors (the "Directors") of the Company wish to announce that the Company is in course of negotiating with a third party independent of the Company and its connected persons (as defined in the Rules Governing the Listing of Securities (the "Listing Rules") on The Stock Exchange of Hong Kong Limited (the "Stock Exchange")) for possible acquisition of a controlling stake (the "Proposed Acquisition") of a cruise liner (with casino and other facilities) and exclusive operating rights of shipping lanes (the "Assets"). Set out below are the actions that have been taken by the Company prior to the date of this announcement: 11 May 2005 The Company commenced negotiation with Get Nice Investment Limited on the terms of placing of 783,000,000 new shares of the Company (the "Placing"). 17 May 2005 The Company requested for suspension of trading in shares of the Company pending the release of an announcement in relation to the Placing. The Company entered into a placing agreement in respect of the Placing with Get Nice Investment Limited. 19 May 2005 The trading in shares of the Company was resumed and an announcement in relation to the Placing was published in newspaper. The Company made an announcement pursuant to Rule 13.10 of the Listing Rules. 20 May 2005 The Company started the preliminary discussion with an independent third party to ascertain if any suitable opportunities exist for any possible acquisition of a cruise liner.