09:16     TOPSEARCH INT'L<02323>-Announcement&Resumption of Trading(1)        

    The Stock Exchange of Hong Kong Limited takes no responsibility for the   
    contents of this announcement, makes no representation as to its          
    accuracy or completeness and expressly disclaims any liability            
    whatsoever for any loss howsoever arising from or in reliance upon the    
    whole or any part of the contents of this announcement.                   
                                                                              
    TOPSEARCH INTERNATIONAL (HOLDINGS) LIMITED                                
    (incorporated in Bermuda with limited liability)                          
    (Stock Code: 2323)                                                        
                                                                              
    PLACING OF EXISTING SHARES AND                                            
    SUBSCRIPTION FOR NEW SHARES                                               
                                                                              
    RESUMPTION OF TRADING                                                     
                                                                              
    Placing Agent                                                             
                                                                              
    On 24 February 2005, Inni and the Placing Agent entered into the Placing  
    Agreement pursuant to which the Placing Agent has agreed to procure       
    purchasers to acquire, on a best efforts basis, and Inni has agreed to    
    sell up to 70,000,000 existing Shares at the Placing Price. The Shares    
    to be placed represent approximately 10.94% of the existing issued share  
    capital of the Company consisting of 640,000,000 Shares and               
    approximately 9.86% of the Company's issued share capital as enlarged by  
    the Subscription.                                                         
                                                                              
    On the same day, the Company and Inni entered into the Subscription       
    Agreement, pursuant to which Inni has conditionally agreed to subscribe   
    for the Subscription Shares. The Subscription is conditional upon the     
    granting the listing of, and permission to deal in, the Subscription      
    Shares by the Stock Exchange and the completion of the Placing.           
                                                                              
    The net proceeds receivable by the Company under the Subscription are     
    estimated to be approximately HK$61,500,000 (after deducting expenses of  
    approximately HK$1,500,000) in the event that 70,000,000 Shares are       
    successfully placed pursuant to the Placing. It is presently intended     
    that the net proceeds will be used as part of construction cost of the    
    production plant of the Company situate at Shaoguan, the People's         
    Republic of China.                                                        
                                                                              
    The Placing Price and the Subscription Price both represent 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 ten consecutive trading days up   
    to and including 24 February 2005.                                        
                                                                              
    Trading in the Shares was suspended at 9:30 a.m. on 25 February 2005 at   
    the request by the Company pending the release of this announcement, and  
    application has been made to the Stock Exchange for resumption of         
    trading in the Shares with effect from 9:30 a.m. 28 February 2005.        
                                                                              
    INTRODUCTION                                                              
                                                                              
    On 24 February 2005, Inni and the Placing Agent entered into the Placing  
    Agreement pursuant to which the Placing Agent has agreed to procure       
    purchasers to acquire, on a best efforts basis, and Inni has agreed to    
    sell up to 70,000,000 existing Shares at the Placing Price. On the same   
    day, the Company and Inni entered into the Subscription Agreement         
    whereby the Company has conditionally agreed to issue and allot and Inni  
    has conditionally agreed to subscribe for the Subscription Shares at the  
    Subscription Price.                                                       
                                                                              
    PLACING AGREEMENT DATED 24 FEBRUARY 2005                                  
                                                                              
    Vendor                                                                    
                                                                              
    Inni, a substantial shareholder and a controlling shareholder of the      
    Company, which is interested in 432,000,000 Shares, representing 67.5%    
    of the total issued share capital of the Company as at the date of this   
    announcement.                                                             
                                                                              
    Number of Placing Shares                                                  
                                                                              
    Up to 70,000,000 existing Shares beneficially owned by Inni, which        
    represents approximately 10.94% of the Company's existing issued share    
    capital of 640,000,000 Shares and approximately 9.86% of the enlarged     
    issued share capital of 710,000,000 Shares after completion of the        
    Subscription.                                                             
                                                                              
    Independence of placees and Placing Agent                                 
                                                                              
    The placees are expected to be third parties independent from and not     
    connected with the Directors, chief executive or substantial