09:52     WONSON INT'L<00651> - Announcement & Resumption (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)                                                         
                                                                              
    PLACING OF NEW SHARES                                                     
                                                                              
    PLACING AGENT                                                             
    KINGSTON SECURITIES LIMITED                                               
                                                                              
                                                                              
                                                                              
    FIRST PLACING AGREEMENT                                                   
     On 10 January 2005, the Company has                                      
    conditionally agreed to place, through the Placing Agent on a fully       
    underwritten basis, 1,367,484,000 Placing Shares to independent           
    investors at a price of HK$0.052 per Placing Share.                       
                                                                              
    The Placing Shares will be issued under the general mandate to            
    allot, issue and deal with Shares granted to the Directors by             
    resolution of the Shareholders passed at the annual general meeting       
    of the Company held on 28 May 2004. The First Placing is conditional      
    upon, among other things, the Stock Exchange granting approval for        
    the listing of, and permission to deal in, the Placing Shares of the      
    First Placing.                                                            
                                                                              
    The Placing Shares represent (i) about 20.00% of the existing issued      
    share capital of the Company of 6,837,422,389 Shares; (ii) about          
    16.67% of the Company's issued share capital of 8,204,906,389 Shares      
    as enlarged by the First Placing; and (iii) about 12.2% of the            
    Company's issued share capital of 11,204,906,389 Shares as enlarged       
    by the First Placing and Second Placing.                                  
                                                                              
    SECOND PLACING AGREEMENT                                                  
    On 10 January 2005, the Company has conditionally agreed to place,        
    through the Placing Agent 3,000,000,000 new Shares to independent         
    investors at a price of HK$0.052 per new Share on a best effort           
    basis.                                                                    
    As at the date of this announcement, the Placing Agent has                
    procured Mrs. Chu Yuet Wah to subscribe for 1,000,000,000 new Shares.     
    Mrs. Chu Yuet Wah, being the major shareholder of the Placing Agent,      
    is not a connected person (as defined in Listing Rules) of the            
    Company and are third parties independent of the Company and its          
    connected persons.                                                        
                                                                              
    The Second Placing is conditional upon, among other things, (i) the       
    Stock Exchange granting approval for the listing of, and permission       
    to deal in, the 3,000,000,000 new Shares pursuant to the Second           
    Placing Agreement; and (ii) the passing of the relevant resolution at     
    the SGM to approve the issue of 3,000,000,000 new Shares pursuant to      
    the Second Placing Agreement.                                             
                                                                              
    An aggregate of 3,000,000,000 new Shares of the Second Placing            
    represent (i) about 43.88  of the existing issued share capital of        
    the Company of 6,837,422,389 Shares; and (ii) about 26.77% of the         
    Company's issued share capital of 11,204,906,389 Shares as enlarged       
    by the First Placing and Second Placing.                                  
                                                                              
    GENERAL                                                                   
    The Placing Price of HK$0.052 represents (i) a discount of about          
    10.34% to the closing price of HK$0.058 per Share as quoted on the        
    Stock Exchange on 7 January 2005, being the last trading day prior to     
    the date of this announcement; (ii) a discount of about 15.86% to the     
    average of the closing price per Share of HK$0.0618 as quoted on the      
    Stock Exchange for the last five trading days immediately prior to        
    the date of this announcement; and (iii) a premium of about 5.69% to      
    the average of the closing price per Share of HK$0.0492 as quoted on      
    the Stock Exchange for the last ten trading days immediately prior to     
    the date of this announcement.                                            
                                                                              
    The First Placing and the Second Placing are not inter-conditional        
    to each other.                                                            
                                                                              
    The First Placing and Second Placing are subject to termination on        
    the occurrence of, amongst other things, any event of force majeure       
    (which include events set out in greater detail below) at or before       
    10:00 a.m. on the respective completion date of the First Placing and     
    Second Placing.                                                           
                                                                              
    Shareholders and potential investors should note that the First           
    Placing Agreement and Second Placing Agreements are subject to            
    conditions to be fulfilled. Shareholders and potential investors are      
    advised to exercise caution when dealing in the Shares.                   
                                                                              
    The net proceeds of about HK$221 million from the First Placing and Second
    Placing will be used for investment projects including investments in     
    gaming and hospitality businesses in Macau. Reference is made to the