09:59     SIMSEN INT'L<00993>-Announcement & Resumption of Trading(11)        

    meanings set out below unless the context requires otherwise.             
                                                                              
    "Acquisition"   the acquisition of 50% equity interest in Lee             
    Fung Hong by the Company from Mr. Cheung for a consideration              
    of HK$17,160,000 which was satisfied (i) as to HK$8,360,000 in            
    cash and (ii) as to HK$8,800,000 by the issue and allotment by            
    the Company of 100,000,000 Shares at an issue price of HK$0.088           
    per Share under the Acquisition Agreement                                 
                                                                              
    "Acquisition Agreement" the sale and purchase agreement dated             
    26 March 2004 and completed on 10 November 2004 in relation to            
    the Acquisition                                                           
                                                                              
    "Board" The board of Directors                                            
                                                                              
    "China Everbright"      China Everbright Securities (HK) Limited,         
    which is a licensed corporation to conduct types 1, 4, 6 and              
    9 regulated activities under the SFO and is one of the financial          
    advisers to the Offeror                                                   
                                                                              
    "Company"       Simsen International Corporation Limited, a company       
    incorporated in Bermuda whose Shares are listed on the Main Board         
    of the Stock Exchange                                                     
                                                                              
    "Composite Offer Document"      Composite offer document to be            
    issued by or on behalf of the Offeror and the Company to all              
    holders of the Shares and of the Options in accordance with the           
    Takeovers Code containing, among other things, the letter from            
    the Board, the letter from the Independent Board Committee to             
    the Independent Shareholders, the letter from the Independent             
    Financial Adviser to the Independent Board Committee, details             
    of the Offers and the acceptance and transfer forms                       
                                                                              
    "Directors"     directors of the Company                                  
                                                                              
    "Executive"     Executive Director of the Corporate Finance               
    Division of the SFC or any delegate of the Executive Director             
                                                                              
    "Grand Vinco"   Grand Vinco Capital Limited, which is a licensed          
    corporation to conduct types 1 and 6 regulated activities under           
    the SFO and is one of the financial advisers to the Offeror               
                                                                              
    "Group" the Company and its subsidiaries                                  
                                                                              
    "Hong Kong"     the Hong Kong Special Administrative Region of the        
    People's Republic of China                                                
                                                                              
    "Independent Board Committee"   An independent board committee            
    comprising Mr. Chan Ka Ling, Edmond,                                      
    Mr. Wong Yu Choi and Mr. Hong Po Kui, Martin, who are the                 
    independent non-executive Directors, and formed to give advice            
    to the Independent Shareholders in respect of the terms of the            
    Offers                                                                    
                                                                              
    "Independent Financial Adviser" Kim Eng Corporate Finance                 
    (Hong Kong) Limited, the independent financial adviser to the             
    Independent Board Committee in relation to the Offers and a               
    corporation licensed to conduct type 6 (advising on corporate             
    finance) regulated activity under the SFO                                 
                                                                              
    "Independent Shareholders"      Shareholders other than the               
    Offeror and his associates having the meaning ascribed to it              
    under the Listing Rules and parties acting in concert under the           
    Takeovers Code                                                            
                                                                              
    "Joint Financial Advisers"      collectively Grand Vinco and China        
    Everbright                                                                
                                                                              
    "Lee Fung Hong" Lee Fung Hong (Cheung's) Forex Dealers