09:57     SIMSEN INT'L<00993>-Announcement & Resumption of Trading(5)         

    Total                   7,200,000                                         
                                                                              
                                                                              
    As the exercise prices for the outstanding Options range from             
    HK$2.80 to HK$8.00 per Share, the Options are thus currently              
    deeply out-of-money and therefore the Option Offer Price shall            
    be a nominal value of HK$0.0001 in cash per Option. Save as               
    disclosed above, the Company has no outstanding convertible               
    securities, warrants or options as at the date of this                    
    announcement.                                                             
                                                                              
    Dealing in Shares                                                         
                                                                              
    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 or dispose of any Share within six months              
    prior to the date of the Acquisition and up to the date of this           
    announcement.                                                             
                                                                              
    Comparisons of value                                                      
                                                                              
    The Share Offer Price and the terms of the Share Offer were               
    determined by the Offeror after taking into account the highest           
    price of Shares that the Offeror and/or parties acting in concert         
    with it were deemed to have acquired during the six months                
    preceding the date of the Acquisition and up to the date of this          
    announcement.                                                             
                                                                              
    The Company recorded an audited net loss attributable to                  
    Shareholders of approximately HK$97,364,000 and HK$185,000 for            
    the year ended 30 April 2003 and 30 April 2004 respectively.              
    The highest and lowest prices at which Shares were traded on              
    the Stock Exchange in the six month period immediately prior              
    to 4 February 2005, being the last full trading day (excluding            
    16 February 2005, by reason that 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) on which trading in Shares took           
    place immediately prior to the publication of this announcement,          
    was HK$0.099 on 8 November 2004 and HK$0.07 on 27 October 2004            
    respectively.                                                             
                                                                              
    The Share Offer Price represents:                                         
                                                                              
    1.      a premium of approximately 6.02% over the closing price of        
    HK$0.083 per Share as quoted on the Stock Exchange on 4 February          
    2005, being the last full trading day (excluding 16 February              
    2005, by reason that 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) on which Shares were traded prior to the             
    publication of this announcement;                                         
                                                                              
    2.      a premium of approximately 9.18% over the average closing         
    price of HK$0.0806 per Share for the last 5 trading days up to            
    and including 4 February 2005;                                            
                                                                              
    3.      a premium of approximately 10.69% over the average closing        
    price of HK$0.0795 per Share for the last 10 trading days up              
    to and including 4 February 2005; and                                     
                                                                              
    4.      a discount of approximately 45.76% to the audited net asset       
    value per Share of approximately HK$0.16 as at 30 April 2004              
    (based on net assets of approximately HK$66.93 million and                
    412,566,000 Shares in issue as at 30 April 2004, according to             
    the audited financial statements of the Company for the financial         
    year ended 30 April 2004).                                                
                                                                              
    Total Consideration for the Offers                                        
                                                                              
    On the basis of the Share Offer Price of HK$0.088 per Share and           
    607,566,000 Shares in issue as at 16 February 2005, the entire            
    issued share capital of the Company is valued at approximately            
    HK$53.47 million. On the basis of the