09:56     SIMSEN INT'L<00993>-Announcement & Resumption of Trading(2)         

    in relation to the acquisition of 50% equity interest in Lee              
    Fung Hong by the Company from Mr. Cheung and completed on 10              
    November 2004, a total of 100,000,000 Shares at an issue price            
    of HK$0.088 per Share were issued by the Company to Mr. Cheung            
    as part consideration for the shares in Lee Fung Hong. On                 
    completion of the Acquisition, the Offeror and parties acting             
    in concert with it were interested in 165,370,000 Shares,                 
    representing approximately 27.22% of the enlarged issued share            
    capital of the Company. Apart from the acquisition of 100,000,000         
    Shares resulting from the Acquisition, the Offeror and parties            
    acting in concert with it did not acquire any Shares within six           
    months prior to the date of the Acquisition and up to the date            
    of this announcement.                                                     
                                                                              
    The Offers will be subject to, among other things, the Offeror            
    receiving acceptances in respect of Shares, which, together with          
    Shares already owned by it and parties acting in concert with             
    it before or during the Share Offer, will result in the Offeror           
    and parties acting in concert with it holding more than 50% of            
    the voting rights of the Company.                                         
                                                                              
    The principal terms of the Offers are set out in the section              
    headed "The Offers" below. The Joint Financial Advisers are               
    satisfied that there are sufficient financial resources                   
    available to the Offeror to satisfy the amount of funds required          
    to meet the full acceptance of the Offers.                                
                                                                              
    The Offeror has decided to maintain the listing of the Company            
    on the Stock Exchange.                                                    
                                                                              
    The Offeror and its sole director have undertaken to the SFC              
    and the Stock Exchange to take appropriate steps to ensure                
    sufficient public float exists in the Shares if listing is to             
    be maintained.                                                            
                                                                              
    COMPOSITE OFFER DOCUMENT                                                  
                                                                              
    An Independent Board Committee comprising the three independent           
    non-executive Directors has been established to consider the              
    Offers and the Independent Financial Adviser has been appointed           
    to advise the Independent Board Committee in respect of the terms         
    of the Offers.                                                            
                                                                              
    Pursuant to the Takeovers Code, the Composite Offer Document,             
    containing the letter from the Board, the letter from the                 
    Independent Board Committee and the letter from the Independent           
    Financial Adviser and details of, among other things, the Offers,         
    should be dispatched to the Shareholders and holders of Options           
    within 21 days from the date of this announcement or such other           
    date as the Executive may approve. An indicative timetable in             
    relation to the Offers will be included in the Composite Offer            
    Document.                                                                 
                                                                              
    TRADING SUSPENSION and RESUMPTION                                         
                                                                              
    Trading in the Shares on the Main Board of the Stock Exchange             
    was suspended with effect from 10:04 a.m. on 16 February 2005             
    at the request of the Company pending the publication of this             
    announcement. The Company has applied to the Stock Exchange for           
    the resumption of trading of Shares with effect from 9:30 a.m.            
    on 23 February 2005.                                                      
                                                                              
    WARNING                                                                   
                                                                              
    The Offers are subject to the conditions described in the section         
    headed "Conditions of the Offers" set out below and accordingly           
    may lapse if they are not fulfilled and/or waived (as the case            
    may be). Shareholders and investors of the Company should                 
    exercise caution when dealings in the Shares.