09:09 NCM HOLDINGS<08085> - 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. New Chinese Medicine Holdings Limited (Incorporated in Cayman Islands with limited liability) (Stock Code: 8085) Excel Point Holdings Limited (Incorporated in the British Virgin Islands with limited liability) Financial adviser to Excel Point Holdings Limited KINGSTON CORPORATE FINANCE LIMITED JOINT ANNOUNCEMENT SHARE CONSOLIDATION; CHANGE IN BOARD LOT SIZE; SUBSCRIPTION OF NEW SHARES BY THE SUBSCRIBER AND APPLICATION FOR THE GRANTING OF THE WHITEWASH WAIVER PROPOSED SHARE CONSOLIDATION The Company proposes to effect the Share Consolidation pursuant to which every four Shares will be consolidated into one New Share. As at the date of this announcement, the authorised share capital of the Company is HK$ 200,000,000 comprising 20,000,000,000 Shares, of which 469,000,000 Shares have been issued and fully paid. Immediately following the Share Consolidation, the authorised share capital of the Company will remain to be HK$200,000,000 comprising 5,000,000,000 New Shares, of which approximately 117,250,000 New Shares will be in issue. Details of the odd lots arrangement, the free exchange of certificates of the New Shares and, the timetable and the details of the trading arrangements will be announced upon despatch of the document to the Shareholders containing details of the Share Consolidation, the Subscription and the Whitewash Waiver. CHANGE IN BOARD LOT SIZE The Company also announces the change in the board lot size for trading in shares from 4,000 Shares to 20,000 New Shares upon completion of the Share Consolidation. SUBSCRIPTION OF NEW SHARES On 27 May 2005, the Company entered into a conditional Subscription Agreement with the Subscriber and the Subscriber's Guarantor, pursuant to which the Subscriber will subscribe for 450,000,000 New Shares at an issue price of HK$0.04 each upon completion of the Share Consolidation. The issue price of each Subscription Share of HK$0.04 (equivalent to approximately HK$0.01 per Share prior to the Share Consolidation) represents a discount of approximately 66.67% to the closing price of HK$0.03 per Share as quoted on the Stock Exchange on 26 April 2005, being the last trading day in the Shares on the Stock Exchange prior to the publication of this announcement. Upon Completion, the Subscriber and its concert parties will be interested in 450,000,000 New Shares, representing approximately 383.80% of the existing issued share capital of the Company and approximately 79.33% of the issued share capital of the Company as enlarged by the allotment and issue of the Subscription Shares.