Shanghai Able Digital Science&Tech Co., Ltd. — Declaration of Voting Results & Voting Rights Announcements 2004

Aug 27, 2004

CITIC Resources Holdings Limited

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.

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(incorporated in Bermuda with limited liability) Website:www.citicresources.com (Stock Code: 1205)

VERY SUBSTANTIAL ACQUISITION AND CONNECTED TRANSACTION

ACQUISITION OF THE ENTIRE ISSUED SHARE CAPITAL OF RICHFIRST HOLDINGS LIMITED AND SHAREHOLDER’S LOAN

RESULTS OF SPECIAL GENERAL MEETING

At the Special General Meeting held on 26 August 2004, an ordinary resolution was passed by the Independent Shareholders by way of a poll approving the acquisition of the Sale Shares and the benefit of the Shareholder’s Loan and the reimbursement by the Company to CITIC Group of amounts paid by CITIC Group under the CITIC Group Guarantee, pursuant to the terms of the notice convening the Special General Meeting.

Reference is made to the circular (the “ Circular ”) issued by the Company dated 11 August 2004 in relation to the proposed acquisition by Starbest, a wholly-owned subsidiary of the Company, of the entire issued share capital of Richfirst and the benefit of a shareholder’s loan. Terms defined in the Circular shall, unless the context requires otherwise, have the same meaning when used in this announcement.

At the Special General Meeting held on 26 August 2004, an ordinary resolution (the “ Resolution ”) was passed by the Independent Shareholders by way of a poll approving the acquisition of the Sale Shares and the benefit of the Shareholder’s Loan and the reimbursement by the Company to CITIC Group of amounts paid by CITIC Group under the CITIC Group Guarantee, pursuant to the terms of the notice convening the Special General Meeting.

Voting on the Resolution was conducted by way of a poll and the results of which were as set out below:

Ordinary resolution	Number of votes(%)*	Number of votes(%)*
	For	Against
To approve the acquisition of the Sale Shares and the benefit of the Shareholder’s Loan
and the reimbursement by the Company to CITIC Group of amounts paid
by CITIC Group under the CITIC Group Guarantee	19,314,000	Nil
	(100% )

(*Based on the total number of the Shares held by the Independent Shareholders who voted at the Special General Meeting in person or by proxy.)

The share registrar of the Company in Hong Kong, Tengis Limited, acted as the scrutineer for the purpose of taking votes at the Special General Meeting.

As at the date of the Special General Meeting, there were 4,316,884,381 Shares in issue.

The total number of Shares entitling the holders to attend and vote for or against the Resolution was 1,706,290,000 Shares. Keentech, CA and their respective associates (holding in aggregate 2,610,594,381 Shares) abstained from voting in respect of the Resolution. There were no Shares in respect of which their holders were only entitled to attend the Special General Meeting and vote against the Resolution.

By Order of the Board CITIC Resources Holdings Limited Li So Mui Company Secretary

Hong Kong, 26 August 2004

As at the date hereof, the executive directors of the Company are Mr. Kwok Viem, Peter, Mr. Ma Ting Hung, Ms. Li So Mui, Mr. Mi Zengxin, Mr. Qiu Yiyong, Mr. Sun Xinguo, Mr. Zeng Chen and Mr. Zhang Jijing and the independent non-executive directors are Mr. Fan Ren Da, Anthony and Mr. Tsang Link Carl, Brian.

Please also refer to the published version of this announcement in The Standard dated 27 August 2004.

CITIC Resources Holdings Limited 27-8-2004 1