Zhuo Ze Fan and his wife - 40% Interest

Wang Wen Ming and his wife - 11.72% Interest

• Best Era Assets Limited (100%) Investment Holdings
• Sungreen Agro Strategic Holdings Limited (100%)Investment Holdings
• Sungreen Investment Limited (100%) Investment Holdings
• Shannxi Juchuan Huwanjia Co., Ltd. (65%) Manufacture and distribution of organic fertilizers

The Group is principally engaged in the research and development, manufacture, sale and distribution of a series of fertilizers in the PRC under the brand name of "Fuwanjia". Currently, all of the Group!|s fertilizers are Funwanjia Organic Potash Fertilizers produced by the Group with patented chemical formulae.

The Group!|s headquarters are located at the Headquarter Site, which has a gross floor area of approximately 1,315 sq.m. In addition, the Group has two production plants located at the Tang Ling Site and the Baoji Site for the production of Fuwanjia Organic Potatsh Fertilizers and organic acid.

The Directors believe that the Group's principal competitive strengths are:

• Environmental friendly products

The advantages of being environmental friendly make Fuwanjia Organic Potash Fertilizer more suitable for organic farming application.

• Product recognition

Fuwanjia Organic Potash Fertilizers were accredited various prizes in the PRC.

• Patent registered in the PRC

The Directors believe that the patent of Fuwanjia Organic Potash Fertilizers provides the Group with security in its sales and future research and development.

• Financial supports from the government

Along with the numerous wards of the Group were financial supports from the national and/or local governments in the PRC.

• Renewal of certificate and permits with respect to agricultural fertilizers.
• Reliance on a single line of products
• Limited operating history
• Reliance on key management
• Close relationship with Yang Ling Libang
• Decrease in gross profit margin
• Reliance on major customers.
• Reliance on major suppliers
• Risks associated with cessation of granting loans to major customers and suppliers
• Reliance on distributors
• Reliance on the guarantee and pledge provided by Juchuan Investments
• Credit risk on trade receivables
• Net current liabilities of the group as at December 2003
• Negative cash flows for the year ended 31 December 2002
• Increasing debt-to-equity ratio
• Legal risks on the loan receivables of the group
• Dividends Policy
• change in Preferential tax treatment
• Environmental protection
• Reliance on the PRC market and the possible economic slowdown of the PRC
• Changes in PRC regulatory environment and incentive schemes
• Product liability
• Limited insurance coverage
• Risks associated with expansion into overseas market
• Inability to develop new products that will gain market acceptance
• Failure to achieve to protection of the Group's patent
• Risks of possible information leakage during the transfer of the technology information of Fuwanjia Organic Potash Fertilisers
• Risks in relation to patent application for "organic potash fertilizers" by third parties
• Risks in relation to protection of the Group's trademark
• Risk in relation to infringement of the intellectual property rights of others
• Lack of building ownership certificates for the Second Yang Ling Site
• Outstanding land grant fee for the Yang Ling Site

BREAKDOWN OF INCOME NINE MONTHS ENDED 30 SEPT 2004

FINANCIAL RECORD

• To expand business into the Asia Pacific region

The Group intends to expand its business in Malaysia, Indonesia, Vietnam and Thailand, since agriculture has been their mainstream economic activities.

• To expand the PRC sales network

With the intention to pursue it!|s existing sales policy of "direct sales to large-scale farm operators and indirect sales to individual farmers through distributors " in the PRC, the Group plans to expand its market coverage in the PRC by identifying additional distributors.

• To enhance its research and development capacity

The Group plans to launch organic compound and a new types of Specific use fertilizers for herbal use.

• To set up a new production plant on the Second Yang Ling Site

The Group intends to set up a new production plant on the Second Yang Ling Site to produce organic compound fertilizers with a maximum production output of 80,000 tonnes per annum.

• To enhance its brand name recognition

• To increase its production output

The net proceeds from the placing, after deducting related expenses, are estimated to amount to about HK$40 million. The Group at present intends to apply the net proceeds as follows: