09:41     JIWA BIO-PHARM<02327> - Announcement (3)                            

    requisite governmental approvals and the relevant registration            
    procedures with the relevant PRC authorities under the PRC laws           
    in respect of the Acquisition as stated above being obtained              
    or completed, the Directors consider that the risk regarding              
    the legal status of the Vendor is minimal. In view of the above,          
    the Directors consider that the benefits expected to be accrued           
    to the Company outweigh the minimal risk regarding the legal              
    status of the Vendor.                                                     
                                                                              
    The Directors are also of the view that the terms of the Share            
    Transfer Agreement are fair and reasonable and the Share Transfer         
    Agreement are in the interests of the Company and its                     
    shareholders as a whole.                                                  
                                                                              
    GENERAL INFORMATION                                                       
                                                                              
    Listing Rules Requirements                                                
                                                                              
    The Acquisition constitutes a discloseable transaction for the            
    Company under the Listing Rules. A circular containing details            
    of the Acquisition will be dispatched to the Shareholders as              
    soon as practicable in accordance with the requirements of the            
    Listing Rules.                                                            
                                                                              
    DEFINITION                                                                
                                                                              
    "Acquisition"   the acquisition of a 23.81% interest in YPML by           
    the Company pursuant to the terms of the Share Transfer Agreement         
                                                                              
    "Board" board of Directors                                                
                                                                              
    "CPMG"  *(China Pharmaceutical Materials Group                            
    Company*)                                                                 
                                                                              
    "Company"       Jiwa Bio-Pharm Holdings Limited, a company                
    incorporated in Bermuda with limited liability and the shares             
    of which are listed on the main board of the Stock Exchange               
                                                                              
    "Completion"    the date of obtaining the approval from the relevant      
    governmental authority in respect of the Acquisition and the              
    approval in respect of the issue of the new business licence              
    of YPML.                                                                  
                                                                              
    "Directors"     directors of the Company                                  
                                                                              
    "Group" the Company and its subsidiaries                                  
                                                                              
    "Hong Kong"     the Hong Kong Special Administrative Region of the        
    PRC                                                                       
                                                                              
    "Jiwa   Jiwa Pharmaceuticals Limited                                      
      Pharmaceuticals"                                                        
                                                                              
    "YPML"  *(Yunnan Pharmaceutical Materials Limited*),                      
    a limited liability company established in the PRC                        
                                                                              
    "Listing Rules" Rules Governing the Listing of Securities on the          
    Stock Exchange                                                            
                                                                              
    "PRC"   the People's Republic of China                                    
                                                                              
    "Share Transfer the agreement dated 26 May 2005 entered into              
      Agreement"    between Jiwa Pharmaceuticals and the Vendor in            
    respect of the Acquisition                                                
                                                                              
    "Shareholders"  holders of the shares in the issued share capital         
    of the Company                                                            
                                                                              
    "Stock Exchange"        The Stock Exchange of Hong Kong Limited