09:49     MACROLINK INT'L<00472>-Announcement&Resumption of Trading-5         

    (i)   the execution of a letter from the First Target Company,            
    being the other party to the joint venture agreement and the              
    articles of association of the Second Target Company,                     
    agreeing to the transfer of the Second Target Equity Interest             
    and waiving its respective pre-emptive rights to the transfer             
    as contemplated under the Second Sale and Purchase Agreement;             
                                                                              
    (ii)   the execution of any necessary contractual document                
    and the necessary amendments to be made to the articles of                
    association of the Second Target Company by the First Target              
    Company and the Company (or its nominee) in accordance with               
    the prevailing PRC laws and regulations;                                  
                                                                              
    (e)   the delivery by the Malaysia Vendor to the Company of               
    a legal opinion in form satisfactory to the Company from PRC              
    lawyers, in connection with the transactions contemplated                 
    under the Second Sale and Purchase Agreement and the Company's            
    ownership and holding of the Second Target Equity Interest,               
    including without limitation to the generality of the                     
    foregoing, to the effect that:                                            
                                                                              
    (i)   formalities for the transfer of the Second Target Equity            
    Interest to the Company (or its nominee) have been completed              
    in all respects in compliance with all applicable laws and                
    regulations in the PRC and all necessary approvals and                    
    consents in respect thereof have been obtained;                           
                                                                              
    (ii)   the Company (or its nominee) (upon completing the                  
    respective business registration procedures) becomes the                  
    legal and beneficial owner of the Second Target Equity                    
    Interest at and after the Second Completion; and                          
                                                                              
    (f)   completion of the First Sale and Purchase Agreement.                
                                                                              
    If the conditions set out above are not fulfilled or, in                  
    respect of condition (a), waived in writing by the Company                
    on or prior to 31st December, 2005 (or such other date as may             
    be agreed between the Malaysia Vendor and the Company), the               
    Second Sale and Purchase Agreement shall terminate and                    
    neither the Company nor the Malaysia Vendor shall have any                
    claim against the other for costs, damages, compensation or               
    otherwise (save in respect of any prior breach of the Second              
    Sale and Purchase Agreement).                                             
                                                                              
    Second Completion                                                         
    Second Completion shall, subject to the satisfaction or                   
    waiver (as the case may be) of the conditions to the Second               
    Completion by the Company, take place on the third Business               
    Day next following the day on which the last of the conditions            
    set out above is fulfilled or waived or such other time as                
    the parties to the Second Sale and Purchase Agreement may                 
    agree. Upon the Second Completion, the Second Target Company              
    will be owned as to 75% by the First Target Company and 25%               
    by the Company.                                                           
                                                                              
    SHAREHOLDING STRUCTURE OF THE FIRST TARGET COMPANY AND THE                
    SECOND TARGET COMPANY                                                     
    Set out below are the shareholding structures of the First                
    Target Company and the Second Target Company before and after             
    the First Completion and the Second Completion:                           
                                                                              
    Before Completion of the Acquisitions                                     
                                                                              
                                                                              
                                                                              
    *   Director                                                              
    #   an ex-Director who has resigned within 12 months of the               
    date of this announcement                                                 
    ^   Hai Da Company is an associate of Fu Kwan                             
    +   Independent Third Party                                               
                                                                              
    After Completion of the Acquisitions                                      
                                                                              
                                                                              
                                                                              
    *  Director                                                               
    +  Independent Third Party                                                
     INFORMATION ON THE GROUP                                                 
    The Company together with its subsidiaries are engaged in the             
    manufacturing and trading of healthcare and electronic                    
    products.