09:57     SIMSEN INT'L<00993>-Announcement & Resumption of Trading(6)         

    Option Offer Price of HK$0.0001 for the cancellation of each              
    outstanding Option, the total number of 7,200,000 outstanding             
    Options is valued at approximately HK$720.                                
                                                                              
    Based on a total of 442,196,000 Shares and 4,700,000 Options              
    held by parties other than the Offeror and parties acting in              
    concert with it as at the date of this announcement, the total            
    consideration payable by the Offeror pursuant to the Share Offer          
    and the Option Offer, if both the Share Offer and the Option              
    Offer are accepted in full, is approximately HK$38.91 million             
    and HK$470 respectively.                                                  
                                                                              
    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.                                                            
                                                                              
    Terms of the Offers                                                       
                                                                              
    Under the terms of the Offers, the Shares will be acquired with           
    all rights, benefits and entitlements attaching and accruing              
    thereto as of 16 February 2005 and thereafter including the right         
    to receive all dividends, rights and distributions declared,              
    paid or made on or after 16 February 2005 and free from all liens,        
    pledges, options, charges, encumbrances and any other third               
    party rights or interest of any nature whatsoever.                        
                                                                              
    Under the terms of the Option Offer, the Options together with            
    all rights attaching thereto will be entirely cancelled and               
    renounced.                                                                
                                                                              
    Payment                                                                   
                                                                              
    Payment in cash in respect of acceptances of the Offers will              
    be made within 10 days of the later of the date on which the              
    Offers become, or are declared, unconditional and the date on             
    which the relevant documents of title are received by the Offeror         
    to render each such acceptance complete and valid.                        
                                                                              
    Stamp Duty                                                                
                                                                              
    Sellers' ad valorem stamp duty for the Shares registered on the           
    Hong Kong branch register arising in connection with acceptance           
    of the Share Offer will be payable by each Shareholder at the             
    rate of HK$1.00 for every HK$1,000 or part thereof of the                 
    consideration payable by the Offeror for such person's Shares             
    and will be deducted from the cash amount due to such person              
    under the Share Offer. The Offeror will pay the buyer's ad valorem        
    stamp duty on its own behalf and the seller's ad valorem stamp            
    duty on behalf of the accepting Shareholders in respect of the            
    Shares accepted under the Share Offer.                                    
                                                                              
    There is no stamp duty imposed on the holders of Options in               
    connection with their acceptance of the Option Offer.                     
                                                                              
    CONDITIONS OF THE OFFERS                                                  
                                                                              
    The Offers are subject to the following conditions:                       
                                                                              
    1.      the Shares continuing to be listed, without being suspended       
    (except for the suspension pending the release of the                     
    announcement in relation to the Offers) and dealt in on the Stock         
    Exchange from 16 February 2005 and including the 21st day after           
    the first closing date of the Offers (or such later date as the           
    Offeror may, subject to the consent of the Executive or any of            
    his delegate, agree);                                                     
                                                                              
    2.      as at the date of fulfillment or waiver of the last in time       
    to be fulfilled of these pre-conditions (other than this                  
    condition), the listing of the Shares on the