09:53 WONSON INT'L<00651> - Announcement & Resumption (2) Company's announcement dated 5 January 2005. The Board wishes to announce that the Company is still negotiating with third parties independent of the Company, and are not connected persons (as defined under Listing Rules) of the Company for investments in gaming and hospitality businesses in Macau but no terms or agreements in respect of such investments have been finalized as at the date of this announcement. 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. SUSPENSION AND RESUMPTION OF TRADING At the request of the Company, trading in the Shares on the Stock Exchange was suspended with effect from 9:30 a.m. on Monday, 10 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 Tuesday, 11 January 2005. THE FIRST PLACING AGREEMENT DATED 10 JANUARY 2005 Issuer Wonson International Holdings Limited Placing Agent The Placing Agent has conditionally agreed to place 1,367,484,000 Placing Shares on a fully underwritten basis and will receive a placing commission of 2.5% on the gross proceeds of the First Placing, which was arrived at after arm's length negotiations between the Company and the Placing Agent. The Placing Agent and its ultimate beneficial owners are not connected persons (as defined in Listing Rules) of the Company and are third parties independent of the Company and its connected persons. Placees The Placing Agent will place the Placing Shares to not fewer than six Placees, each of whom (i) will not be a connected person (as defined in Listing Rules) of the Company; and (ii) is independent of the other Placees of the Company and its connected persons. Placing Shares 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. The Placing Shares will rank, upon issue, pari passu in all respects with the Shares in issue on the date of allotment and issue of the Placing Shares. Placing Price The Placing Price of the First 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 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 Placing Price of the First Placing was negotiated on an arm's length basis between the Company and the Placing Agent. The Directors consider that the terms of the First Placing Agreement are fair and reasonable based on the current favourable market sentiment and in the interests of the Company and its Shareholders as a whole. General Mandate The Placing Shares will be issued under the general mandate (`General Mandate') to allot, issue and deal with Shares granted to the Directors by resolution of the Shareholders passed at the annual general meeting (the `AGM') of the Company held on 28 May 2004 subject to the limit up to 20% of the issued share capital of the Company as at the date of passing the resolution at the AGM (i.e.1,367,484,477 Shares). As at the date of this announcement, none of the new Shares has been issued under the General Mandate. Conditions of the First Placing Completion of the First Placing is conditional upon: (i) the Listing Committee of the Stock Exchange granting approval for the listing of, and permission to deal in, the Placing Shares; and (ii) the obligations of the Placing Agent becoming unconditional and not being terminated in accordance with the terms of the First Placing Agreement, including provisions regarding force majeure event. Termination and force majeure