09:46     VANTAGE INT'L<00015> - 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.                                
                                                                              
    VANTAGE INTERNATIONAL (HOLDINGS) LIMITED                                  
    (incorporated in Bermuda with limited liability)                          
    (Stock code: 15)                                                          
                                                                              
    VERY SUBSTANTIAL ACQUISITION                                              
    AND CONNECTED TRANSACTION                                                 
    RELATING TO THE                                                           
    PROPOSED ACQUISITION OF GOOD TRADER LIMITED                               
                                                                              
    The Directors announce that on 7 January 2005, Surely Great,              
    an indirect wholly-owned subsidiary of the Company, entered               
    into the Deed with the Vendor pursuant to which Surely Great              
    has conditionally agreed to acquire from the Vendor the                   
    entire issued share capital of Good Trader and the                        
    shareholder's loan owed by Good Trader to the Vendor as at                
    the Completion Date.                                                      
                                                                              
    On 22 December 2004 and 3 January 2005, Good Trader and the               
    Owners entered into the Provisional Agreements for the sale               
    and purchase of the Properties, which, as advised by the real             
    estate agent, have a total gross area of approximately 12,600             
    square feet. The Directors believe that following the                     
    Proposed Acquisition, the Group's property portfolio will                 
    be enlarged and strengthened. As at the date of this                      
    announcement, an aggregate amount of HK$10,875,000 has been               
    paid by Good Trader to the relevant Owners as initial deposits            
    in respect of the Properties and as further deposits in                   
    respect of the Properties described in (1) and (2) in the                 
    paragraph headed "Reasons for, and benefits of, the Proposed              
    Acquisition" in this announcement pursuant to the terms of                
    the Provisional Agreements using funds advanced by the                    
    Vendor to Good Trader by way of a shareholder's loan.                     
                                                                              
    As the Vendor is the deputy chairman of the Board and the                 
    chief executive officer of the Company, he is a connected                 
    person of the Company. Accordingly, the Proposed Acquisition              
    constitutes a connected transaction for the Company under                 
    the Listing Rules. The Proposed Acquisition also constitutes              
    a very substantial acquisition for the Company under the                  
    Listing Rules. Therefore, the Proposed Acquisition is                     
    subject to approval by Independent Shareholders, voting by                
    way of poll, at the SGM under Rules 14.49 and 14A.18 of the               
    Listing Rules. The Vendor and his associates, who have a                  
    material interest in the Proposed Acquisition, are required               
    to abstain from voting on the relevant resolution for the                 
    approval of the Proposed Acquisition.                                     
                                                                              
    An independent Board committee will be established to                     
    consider and to advise the Independent Shareholders in                    
    relation to the Proposed Acquisition contemplated under the               
    Deed. An independent financial adviser will be appointed to               
    advise the independent Board committee and the Independent                
    Shareholders in this regard.                                              
                                                                              
    The Directors (excluding the independent non-executive                    
    Directors who will opine on the Proposed Acquisition, after               
    taking into account the advice to be received from the                    
    independent financial adviser) consider that the Proposed                 
    Acquisition is in the interests of the Company and its                    
    Shareholders as a whole and that the terms of the Deed are                
    fair and reasonable.                                                      
                                                                              
    A circular containing, among other things, further details                
    of the Deed, the valuation report on the Properties as well               
    as the Group's properties as prepared by an independent                   
    professional surveyor, the recommendation from the                        
    independent Board committee to the Independent Shareholders,              
    the recommendation from the independent financial adviser                 
    to the independent Board committee, the accountants' report               
    on Good Trader and a notice to the Shareholders convening                 
    the SGM will be despatched to the Shareholders as soon as                 
    possible.                                                                 
                                                                              
    Shareholders should note that the Proposed Acquisition is                 
    subject to a number of Conditions, which may or may not be                
    fulfilled. Accordingly, Shareholders and the public are                   
    reminded to exercise caution when dealing in the securities               
    of the Company.