09:58     WONSON INT'L<00651>-Announcement & Resumption of Trading (3)        

    clearing of the announcement relating to the Placing Agreement or         
    circulars relating to the placing of the Convertible Notes and in the     
    ancillary agreements thereto; or                                          
                                                                              
    (c)                                                                       
    any of the following events:                                              
    (i)                                                                       
    the introduction of any new laws or regulations or any change in          
    existing laws or regulations (or the judicial interpretation thereof)     
    or other occurrence of any nature whatsoever which may, in the            
    reasonable opinion of the Placing Agent, materially and adversely         
    affect the business or the financial or trading position or prospects     
    of the Group as a whole; or                                               
                                                                              
    (ii)                                                                      
    the occurrence of any local, national or international event or           
    change (whether or not forming part of a series of events or changes      
    occurring or continuing before and/or after the date hereof) of a         
    political, military, financial, economic, currency (including a           
    change in the system under which the value of the Hong Kong currency      
    is linked to the currency of the United States of America) or other       
    nature (whether or not sui generis with any of the foregoing), or in      
    the nature of any local, national, international outbreak or              
    escalation of hostilities or armed conflict, or affecting local           
    securities market or the occurrence of any combination of                 
    circumstances which would, in the reasonable opinion of the Placing       
    Agent, materially and adversely affect the business or the financial      
    or trading position or prospects of the Group as a whole or adversely     
    prejudices the success of the placing of the Convertible Notes by         
    potential investor(s) or otherwise makes it inexpedient or                
    inadvisable for the Company or the Placing Agent to proceed with the      
    placing of Convertible Notes; or                                          
                                                                              
    (iii)                                                                     
    any change in market conditions or combination of circumstances in        
    Hong Kong (including without limitation suspension or material            
    restriction on trading in securities) which would materially and          
    adversely affect the success of the placing of the Convertible Notes      
    (such success being the placing of the Convertible Notes to potential     
    investor(s)) or otherwise in the reasonable opinion of the Placing        
    Agent makes it inexpedient or inadvisable or inappropriate for the        
    Company or the Placing Agent to proceed with the placing of the           
    Convertible Notes                                                         
                                                                              
    then and in any such case, the Placing Agent may terminate the            
    Placing Agreement without liability to the Company by giving notice       
    in writing to the Company, provided that such notice is received          
    prior to 10:00 a.m. on the date of completion date of the Placing         
    Agreement and in that case a further announcement regarding the           
    termination of the Placing Agreement will be issued. At the date of       
    this announcement the Directors do not aware the occurrence of any of     
    the above events which might adversely affect the success of the          
    placing of the Convertible Notes.                                         
                                                                              
    Completion                                                                
    Completion of the Placing Agreement shall take place on the third         
    business day following the date on which the conditions thereto are       
    fulfilled which shall take place on or before 18 February 2005 or         
    such other date as the Company and the Placing Agent shall agree.         
                                                                              
    The Convertible Notes                                                     
    The terms of the Convertible Notes have been negotiated on arm's          
    length basis and the principal terms of which are summarized below:       
                                                                              
                                                                              
    Principal amount                                                          
    An aggregate of HK$50 million                                             
    Interest                                                                  
    The Convertible Notes will bear interest at a rate of 3% per annum        
    on the principal amount of the Convertible Notes outstanding, payable     
    upon maturity.                                                            
                                                                              
    Maturity                                                                  
    1 year from the date of issue of the Convertible Notes.                   
    Denomination                                                              
    HK$100,000 each                                                           
    Conversion price                                                          
    The conversion price, subject to the usual adjustment, is HK$0.25         
    from the date of issue of the Convertible Notes to the Maturity Date.     
                                                                              
    The conversion prices of the Convertible Notes are subject to             
    adjustment provisions which as standard terms for convertible             
    securities of similar type. The adjustment events will arise as a         
    result of certain change in the share capital of the Company              
    including consolidation or sub-division of Shares, capitalisation of      
    profits or reserves, capital distributions in cash or specie or           
    subsequent issue of securities in the Company.                            
                                                                              
    The conversion price of HK$0.25 per Share represents (i) a premium        
    of approximately 252.11% to the closing price of HK$0.071 per Share       
    as quoted on the Stock Exchange on 3 January 2005, being the last         
    trading day immediately prior to this announcement; (ii) a premium of     
    approximately 478.7% to the average closing price of approximately