09:53     WONSON INT'L<00651> - Announcement & Resumption (4)                 

    completion of the Second Placing.                                         
                                                                              
    Placing Price                                                             
    The Placing Price of the Second Placing 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 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 Placing Price of the Second Placing was negotiated on an arm's        
    length basis between the Company and the Placing Agent. The Directors     
    consider that the terms of the Second Placing are fair and reasonable     
    based on the current favourable market sentiment and in the interests     
    of the Company and its Shareholders as a whole.                           
                                                                              
    Conditions of the Second Placing                                          
    Completion of the Second Placing is conditional upon:                     
    (i)                                                                       
    the Listing Committee of 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;                          
                                                                              
    (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; and                                                            
                                                                              
    (iii)                                                                     
    the obligations of the Placing Agent becoming unconditional and not       
    being terminated in accordance with the terms of the Second Placing       
    Agreement, including provisions regarding force majeure event.            
                                                                              
    Termination and force majeure                                             
    The Second Placing Agreement may be terminated by the Placing Agent       
    if at any time at or before 10:00 a.m. on the date for completion of      
    the Second Placing Agreement, there occurs:                               
                                                                              
    (i)                                                                       
    the introduction of any new law or regulation 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 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 adversely     
    prejudices the success of the Second Placing of the Shares by             
    potential investor(s) or otherwise makes it inexpedient or                
    inadvisable for the Company or the Placing Agent to proceed with the      
    Second Placing; 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) occurs which affect the success     
    of the Second Placing (such success being the placing of the Shares       
    to potential investor(s)) or otherwise in the reasonable opinion of       
    the Placing Agent make it inexpedient or inadvisable or inappropriate     
    for the Company or the Placing Agent to proceed with the Second           
    Placing.                                                                  
                                                                              
    The Directors are not aware of the occurrence of any of such events       
    as at the date of this announcement.                                      
                                                                              
    Completion of the Second Placing                                          
    The conditions set out in the Second Placing Agreement is expected        
    to be fulfilled on or before 28 February 2005, or such later date as      
    may be agreed by the Company and the Placing Agent and the completion     
    of the Second Placing will take place on or before the third Business     
    Day after the Second Placing Agreement become unconditional.              
                                                                              
    Further announcement will be made by the Company in the case that         
    the Placing Agent has placed less than 3,000,000,000 new Shares as a      
    result of the Second Placing.                                             
                                                                              
    The Second Placing may or may not proceed. Shareholders and