09:59     SIMSEN INT'L<00993>-Announcement & Resumption of Trading(10)        

    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.         
    If the Company remains listed on the Main Board of the Stock              
    Exchange, the Stock Exchange will closely monitor all future              
    acquisitions or disposals of the assets of the Company. The Stock         
    Exchange has indicated that it has the discretion to require              
    the Company to issue an announcement and a circular to                    
    Shareholders irrespective of the size of any proposed                     
    transactions, particularly when such proposed transactions                
    represent a departure from the principal activities of the                
    Company. The Stock Exchange also has the power to aggregate a             
    series of acquisitions or disposals of Shares and any such                
    transactions may result in the Company being treated as if it             
    were a new listing applicant and subject to the requirements              
    for new applicants as set out in the Listing Rules.                       
                                                                              
    DIRECTORS AND MANAGEMENT                                                  
                                                                              
    The Offeror currently does not intend to appoint any new                  
    directors to the Board and will ensure that three independent             
    non-executive Directors will continue to be appointed to the              
    Board. Any appointments of new directors to the Board and/or              
    any resignation of Directors will be made in full compliance              
    with the requirements of the Takeovers Code and the Listing Rules.        
    The Offeror does not have any intention to make any major changes         
    to the management structure in the near term.                             
                                                                              
    GENERAL MATTERS                                                           
                                                                              
    Availability of the Offers                                                
                                                                              
    The availability of the Offers to persons not residents in Hong           
    Kong may be affected by the applicable laws of the relevant               
    jurisdictions. Persons who are not resident in Hong Kong should           
    inform themselves about and observe any applicable requirements           
    in their own jurisdictions.                                               
                                                                              
    As at the date of this announcement, the Offeror has no intention         
    to exclude any overseas Shareholders from receiving the                   
    Composite Offer Document.                                                 
                                                                              
    Financial Advisers                                                        
                                                                              
    The Joint Financial Advisers have been appointed as the joint             
    financial advisers to the Offeror in respect of the Offers;               
    Polaris Securities (Hong Kong) Limited has been appointed as              
    the financial adviser to the Company; and Kim Eng Corporate               
    Finance (Hong Kong) Limited has been appointed as the independent         
    financial adviser to the Independent Board Committee.                     
                                                                              
    The Offers are subject to the conditions described in the section         
    headed "Conditions of the Offers" set out above 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 dealing in the Shares.                                       
                                                                              
    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.                                                      
                                                                              
    DEFINITIONS                                                               
                                                                              
    In this announcement, the following expressions have the