09:16     TOPSEARCH INT'L<02323>-Announcement&Resumption of Trading(2)        

    shareholders of the Company or its subsidiaries or any of their           
    respective associates (as defined in the Listing Rules). It is expected   
    that there will be not less than six placees who will be professional,    
    institutional or other investors which term generally includes brokers,   
    dealers and intermediaries.                                               
                                                                              
    The Placing Agent is a third party independent from and not connected     
    with the Directors, chief executive or substantial shareholders of the    
    Company or its subsidiaries or any of their respective associates (as     
    defined in the Listing Rules).                                            
                                                                              
    Placing Price                                                             
                                                                              
    The Placing Price of HK$0.90 per Placing Share is negotiated on arm's     
    length basis between Inni and the Placing Agent. This represents a        
    discount of approximately 10% to the closing price of HK$1.00 per Share   
    as quoted on the Stock Exchange on 24 February 2005, being the last       
    trading day of the Shares prior to the release of this announcement, and  
    a discount of approximately 10.89% to the average closing price of        
    HK$1.01 per Share as quoted on the Stock Exchange for the last ten        
    trading days up to and including 24 February 2005, being the last         
    trading day of the Shares prior to the release of this announcement. The  
    Directors considered the Placing Price to be fair and reasonable. The     
    aggregate Placing Price for the Placing Shares will be paid to Inni at    
    completion of the Placing.                                                
                                                                              
    Shares under the Placing                                                  
                                                                              
    The Placing Shares will be sold free from all liens, charges,             
    encumbrances, claims, options and all other third party rights and        
    together with all rights attaching thereto as at the date of the Placing  
    Agreement, including the right to all dividends or other distributions    
    which may be declared, paid or made after the date of the Placing         
    Agreement.                                                                
                                                                              
    Completion of the Placing                                                 
                                                                              
    The Placing is unconditional. Completion of the Placing is to take place  
    on 2 March 2005, which is the fourth business day after the date of the   
    Placing Agreement, or such other time, date and place as may be agreed    
    by the parties to the Placing Agreement.                                  
                                                                              
    SUBSCRIPTION AGREEMENT DATED 24 FEBRUARY 2005                             
                                                                              
    Issuer                                                                    
                                                                              
    The Company                                                               
                                                                              
    Subscriber                                                                
                                                                              
    Inni                                                                      
                                                                              
    Number of new Shares subscribed for                                       
                                                                              
    Equal to the number of Shares to be successfully placed under the         
    Placing which shall not exceed 70,000,000 new Shares, representing        
    approximately 10.94% of the Company's existing issued share capital, and  
    approximately 9.86% of its issued share capital as enlarged by the issue  
    of the Subscription Shares.                                               
                                                                              
    Subscription price                                                        
                                                                              
    The Subscription Price of HK$0.90 per Subscription Share, which is the    
    same as the Placing Price, is negotiated on arm's length basis between    
    Inni and the Company. This represents a discount of approximately 10% to  
    the closing price of HK$1.00 per Share as quoted on the Stock Exchange    
    on 24 February 2005, being the last trading day of the Shares prior to    
    the release of this announcement, and a discount of approximately 10.89%  
    to the average closing price of HK$1.01 per Share as quoted on the Stock  
    Exchange for the last ten trading days up to and including 24 February    
    2005, being the last trading day of the Shares prior to the release of    
    this announcement. The Directors considered that the Subscription Price   
    to be fair and reasonable.                                                
                                                                              
    Conditions and Completion of the Subscription                             
                                                                              
    Completion of the Subscription, which shall take place at 11:00 a.m.      
    within 14 days after the date of the Subscription Agreement (expected to  
    be 10 March 2005) or such other time, date and place as may be agreed by  
    the parties to the Subscription Agreement, is conditional on:             
                                                                              
    (a)        the Stock Exchange granting the listing of, and permission to  
    deal in, all of the Subscription Shares; and                              
                                                                              
    (b)        completion of the Placing.