09:57 WONSON INT'L<00651>-Announcement & Resumption of Trading (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. WONSON INTERNATIONAL HOLDINGS LIMITED (Incorporated in Bermuda with limited liability) (Stock Code: 651) ANNOUNCEMENT PRESS CLARIFICATION AND ISSUE OF CONVERTIBLE NOTES Placing agent for the issue of the Convertible Notes KINGSTON SECURITIES LIMITED PRESS CLARIFICATION Reference is made to the Announcement and the Articles. The Board wishes to inform the shareholders of the Company and the potential investors that the 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, and are not connected persons 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. ISSUE OF CONVERTIBLE NOTES On 5 January 2005, the Company and the Placing Agent entered into the Placing Agreement, pursuant to which, the Placing Agent conditionally agreed to place, on a fully underwritten basis to not fewer than six Placees the Convertible Notes which are proposed to be issued in an aggregate principal amount of HK$50 million. The Convertible Notes will carry a right to convert into new Shares at the conversion price of, subject to adjustment, HK$0.25 per Share from the date of issue of the Convertible Notes to the Maturity Date. No application will be made for listing of the Convertible Notes. Application will be made to the Listing Committee of the Stock Exchange for the listing of and permission to deal in the Shares falling to be issued upon exercise of the Convertible Notes. 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. GENERAL A circular of the Company containing, amongst other things, further details of the issue of the Convertible Notes and a notice of the SGM for the purpose of approving the Placing Agreement will be despatched to the Shareholders as soon as practicable in accordance with the Listing Rules. Shareholders and potential investors should note that the Placing Agreement is subject to conditions to be fulfilled. Shareholders and potential investors are reminded to exercise caution when dealing in the Shares. SUSPENSION AND RESUMPTION OF TRADING At the request of the Company, trading in the Shares on the Stock Exchange was suspended with effect from 9:31 a.m. on Tuesday, 4 January 2005 pending the release of this announcement. Application has been made by the Company for the resumption of trading in the Shares on the Stock Exchange with effect from 9:30 a.m. on Thursday, 6 January 2005. PRESS CLARIFICATION The announcement of press clarification is made at the request of The Stock Exchange of Hong Kong Limited (the `Stock Exchange'). Reference is made to the announcement of Wonson International Holdings Limited (the `Company') dated 31 December, 2004 (the `Announcement') and the articles appeared on the newspapers in Hong Kong on 4 January 2005 in relation to the possible acquisition by the Company of interests in a hotel with casino business which will include certain gambling tables in Macau (the `Articles'). The board of directors of the Company (the `Board') wishes to inform the shareholders of the Company and the potential investors that the