09:57     WONSON INT'L<00651>-Announcement & Resumption of Trading (2)        

    Company is not aware of the source of information as mentioned in the     
    Articles. The Board also wishes to announce that the Company is           
    negotiating with third parties independent of the Company,<ep;;j> and     
    are not connected persons (as defined under Listing Rules) of the         
    Company for investments in gambling and hospitality businesses in         
    Macau but no terms or agreements in respect of such investments have      
    been finalised. As no agreements, contracts, memorandum of                
    understanding or letter of intent, have been entered into and no          
    terms (including the consideration and capital commitment in respect      
    of such investments) have yet been finalized, there is no assurance       
    that the investments may proceed.                                         
                                                                              
    Shareholders of the Company and investors should exercise caution         
    when dealing in shares of the Company.                                    
                                                                              
    The Company confirms that save as aforesaid and the Placing               
    Agreement as detailed below, there are no negotiations or agreements      
    relating to intended acquisitions or realizations which are               
    discloseable under Rule 13.23 of The Rules Governing the Listing of       
    Securities on the Stock Exchange (the `Listing Rules') and that           
    neither is the Board aware of any matter discloseable under the           
    general obligation imposed by Rule 13.09 of the Listing Rules, which      
    is or may be of a price-sensitive nature.                                 
                                                                              
    PLACING AGREEMENT                                                         
    Date:                          5 January 2005                             
    Parties involved:              The Placing Agent and the                  
                                   Company                                    
    Issuer:                        The Company                                
    Placing Agent:                 Kingston Securities Limited                
                                                                              
                                                                              
                                                                              
    Placing                                                                   
    The Placing Agent has conditionally agreed with the Company to            
    place, on a fully underwritten basis, to not fewer than six Placees       
    who are independent professional, corporate or individual investors       
    the Convertible Notes which are proposed to be issued in an aggregate     
    principal amount of HK$50 million. The Placing Agent will receive a       
    placing commission of 2.5% of the amount equal to the aggregate           
    principal amount of the Convertible Notes, which was arrived at after     
    arm's length negotiations between the Company and the Placing Agent.      
                                                                              
                                                                              
    The Placing Agent and its ultimate beneficial owners are independent      
    of and not connected with the Company nor with the Directors, chief       
    executive or substantial shareholders of the Company, and any of          
    their subsidiaries or any of their respective associates                  
                                                                              
    Placees                                                                   
    The Placing Agent will place the Convertible Notes to not fewer than      
    six Placees, each of whom (i) will be an independent third party not      
    connected with the Directors, chief executive and substantial             
    shareholders of the Company and any of its subsidiaries or any of         
    their respective associates; and (ii) is not connected with the other     
    Placees. The Conversion Shares will be issued pursuant to the passing     
    of the relevant resolution at the SGM. No Placees will become             
    substantial Shareholders upon fully exercised of the convertible          
    rights attaching to the Convertible Notes.                                
                                                                              
    Conditions                                                                
    Completion of the Placing Agreement is conditional upon, amongst          
    other things, the Stock Exchange granting or agreeing to grant            
    listing of, and permission to deal in, the Conversion Shares and the      
    granting of approval by the Shareholders on the Placing Agreement and     
    the passing of the relevant resolution for the approval of the issue      
    of the Convertible Notes at the SGM.                                      
                                                                              
    To the best knowledge of the Directors, no approval is required to        
    be obtained from the Bermuda Monetary Authority regarding the placing     
    of Convertible Notes.                                                     
                                                                              
    If the conditions are not fulfilled on or before 18 February 2005         
    (or such later date as may be agreed between the Company and the          
    Placing Agent), the Placing Agreement shall terminate and neither the     
    Company nor the Placing Agent shall have any claim against the other      
    for any costs or losses (save for any prior breaches of the Placing       
    Agreement).                                                               
                                                                              
    Termination                                                               
    The Placing Agreement may be terminated by the Placing Agent, if, at      
    any time prior to 10:00 a.m. on the date of completion of the Placing     
    Agreement, in the reasonable opinion of the Placing Agent, the            
    success of the placing of the Convertible Notes or the business or        
    financial prospects of the Group would or might be adversely affected     
    by:                                                                       
                                                                              
    (a)                                                                       
    the Company commits any material breach of any of the                     
    representations and warranties under the Placing Agreement; or            
                                                                              
    (b)                                                                       
    any suspension in the trading of the Shares on the Stock Exchange         
    for more than ten consecutive trading days save for the purposes of