09:58     WONSON INT'L<00651>-Announcement & Resumption of Trading (4)        

    HK$0.0432 per Share for the last five trading days ended 3 January        
    2005, being the last trading day immediately prior to this                
    announcement; and (iii) a premium of approximately 30.25 times to the     
    net asset value per Share of HK$0.008 as at 31 December 2003 based on     
    the latest published audited financial information of the Group as        
    shown in the Company's 2003 annual report and the current issued          
    Shares as at the date of this announcement.                               
                                                                              
    The conversion price of HK$0.25 was determined by the Company and         
    the Placing Agent on arm's length basis with reference to the             
    favourable economic condition and stock market sentiment.                 
                                                                              
    Conversion                                                                
    Each holder may convert the whole or part of the principal amount of      
    the relevant Convertible Notes (in multiple of HK$100,000 at any one      
    time of conversion) into new Shares unless the principal amount of        
    the outstanding Convertible Notes are less than HK$100,000 in which       
    case the whole (but not part only) of such outstanding principal          
    amount of the Convertible Notes shall be converted.                       
                                                                              
    Assuming there is an immediately exercise in full of the conversion       
    rights attaching to the Convertible Notes in aggregate of HK50            
    million at the conversion price of HK$0.25 by all holders of the          
    Convertible Notes, the Company will issue an aggregate of 200,000,000     
    new Shares, representing approximately 2.93% of the existing, and         
    approximately 2.84% of the enlarged issued share capital of the           
    Company. The Conversion Shares will be issued pursuant to the passing     
    of the relevant resolution at the SGM.                                    
                                                                              
    The market value of the total Conversion Shares will be in aggregate      
    of HK$14.2 million based on the closing price of HK$0.071 per Share       
    on 3 January 2005, being the last trading day immediately prior to        
    this announcement.                                                        
                                                                              
    The following table shows the shareholding structure immediately          
    before and after the exercise of the conversion rights in full            
    attaching to the Convertible Notes of an aggregate of HK$50 million       
    at the conversion price of HK$0.25 are as follows:                        
                                                                              
    Name         Immediately  %            Immediately  %                     
                 before                    after                              
                 exercise of               exercise of                        
                 the                       the                                
                 conversion                conversion                         
                 rights in                 rights in                          
                 full                      full                               
                 attaching                 attaching                          
                 to the                    to the                             
                 Convertible               Convertible                        
                 Notes of an               Notes of an                        
                 aggregate                 aggregate                          
                 of HK50                   of HK50                            
                 million at                million at                         
                 the                       the                                
                 conversion                conversion                         
                 price of                  price of                           
                 HK$0.25                   HK$0.25                            
                                                                              
    Mr. Chiu     4,000,000    0.06         4,000,000    0.06                  
    Kong                                                                      
    (Note)                                                                    
    Mr. Hui,     105,000,000  1.54         105,000,000  1.49                  
    Richard Rui                                                               
    (Note)                                                                    
    Placees                                200,000,000  2.84                  
    Public       6,728,422,389 98.40        6,728,422,389 95.61               
                                                                              
    Total        6,837,422,389 100.00       7,037,422,389 100.00              
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              
    Note:                                                                     
    1.                                                                        
    Mr. Chiu Kong and Mr. Hui, Richard Rui are the executive                  
    Directors.                                                                
                                                                              
                                                                              
    Ranking                                                                   
    The Conversion Shares will rank pari passu in all respects with all       
    existing Shares in issue at the date of the Conversion notice.            
                                                                              
    Redemption by the Company                                                 
    The Company shall, at any time before the Maturity Date, have the         
    option to redeem the Convertible Notes in whole or in part. The           
    amount payable for any redemption shall be the aggregate of (i) the       
    relevant amount of the principal amount of the Convertible Notes so       
    redeemed; and (ii) interest accrued in respect of the relevant amount     
    of the principal amount of the Convertible Notes so redeemed from the     
    date of issue of the Convertible Notes up to and including the date       
    of redemption.                                                            
                                                                              
    Status of the Convertible Notes