09:18     REGAL INT'L<00078> - Announcement & Resumption of Trading(2)        

    (including Taylor) approximately 79.37% of the issued ordinary share      
    capital of the Company.                                                   
                                                                              
    Placing Agents and Underwriters:                                          
    The Placing Agents are independent of and not connected with Taylor.      
    They are also independent of and not connected with the directors,        
    chief executive or substantial shareholders of the Company and its        
    subsidiaries or any of their respective associates (as defined under      
    the Listing Rules).                                                       
                                                                              
    The UA Placing and the EL Placing are both unconditional and              
    severally fully underwritten by each of Uni-Alpha and Ever-Long,          
    subject to usual force majeure provisions. Uni-Alpha and Ever-Long        
    will receive a placement commission of 2.5% of the gross proceeds of      
    the UA Placing and the EL Placing respectively.                           
                                                                              
    Number of Shares to be placed:                                            
    155,000,000 existing Shares, representing approximately 2.59% of the      
    existing issued ordinary share capital of the Company and                 
    approximately 2.46% of the issued ordinary share capital of the           
    Company as enlarged by the Subscription. The Placing Shares are           
    beneficially owned by Taylor.                                             
                                                                              
    Placing Price:                                                            
    HK$0.065 per Share, representing (i) a discount of approximately          
    8.45% to the closing price of HK$0.071 per Share quoted on the Stock      
    Exchange on 26th November, 2002, being the last trading day of the        
    Shares immediately prior to the suspension of trading of the Shares       
    on 27th November, 2002 and (ii) a discount of approximately 8.19% to      
    the average closing price of HK$0.0708 per Share as quoted on the         
    Stock Exchange for the last 10 trading days up to and including 26th      
    November, 2002. The Placing Price is determined after arm's length        
    negotiation between Taylor and the Placing Agents and the board of        
    directors of the Company considers that the Placing Price is fair and     
    reasonable based on the market price of the Shares.                       
                                                                              
    Placees:                                                                  
    The UA Placing and the EL Placing will each be made to more than six      
    independent professional, institutional and/or individual investors       
    to be procured by the Placing Agents.                                     
                                                                              
    The placees to be procured by the Placing Agents are independent of       
    and not connected with the directors, chief executive or substantial      
    shareholders of the Company or its subsidiaries or any of their           
    respective associates (as defined under the Listing Rules).               
                                                                              
    Completion of the Placing:                                                
    The Placing is expected to be effected on 28th November, 2002 with        
    completion to be on or before 2nd December, 2002 (or such later date      
    as the parties may mutually agree in writing).                            
                                                                              
    SUBSCRIPTION AGREEMENT DATED 26TH NOVEMBER, 2002                          
    Subscribers:                                                              
    Taylor and Guo Yui, both wholly owned subsidiaries of Paliburg            
    Issuer:                                                                   
    The Company                                                               
    Number of new Shares to be subscribed for:                                
    155,000,000 new Shares to be subscribed by each of Taylor and Guo         
    Yui severally. The aggregate number of 310,000,000 new Shares to be       
    subscribed by Taylor and Guo Yui represents approximately 5.18% of        
    the existing issued ordinary share capital of the Company and             
    approximately 4.92% of the issued ordinary share capital of the           
    Company as enlarged by the Subscription.                                  
                                                                              
    Subscription Price:                                                       
    HK$0.065 per Subscription Share.                                          
    Costs and Expenses:                                                       
    The Company will bear all the costs and expenses incurred in respect      
    of the Placing and the Subscription by fully reimbursing to Taylor        
    and/or Guo Yui of such costs and expenses. The estimated expenses for     
    the Placing and the Subscription to be borne by the Company will be       
    approximately HK$0.2 million.                                             
                                                                              
    Mandate to issue the new Shares:                                          
    The Subscription Shares are to be issued under the general mandate        
    to allot, issue and deal with Shares granted to the directors of the      
    Company at the Company's annual general meeting held on 12th June,        
    2002. The Company has not issued any Shares pursuant to such mandate      
    prior to the Subscription.                                                
                                                                              
    Ranking of the new Shares:                                                
    The Subscription Shares, when fully paid, will rank pari passu in         
    all respects with the Shares in issue at the time of the issue and        
    allotment of the Subscription Shares.                                     
                                                                              
    Conditions of the Subscription:                                           
    The Subscription is conditional upon:                                     
    1.                                                                        
    completion of the Placing which is expected to be on or before 2nd        
    December, 2002; and                                                       
                                                                              
    2.                                                                        
    the Listing Committee of the Stock Exchange granting the listing of       
    and permission to deal in the Subscription Shares.