09:21     LAI FAI INT'L<08183>-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.                   
                                                                              
            STANDBROOK         LAI FAI INTERNATIONAL                          
            ENTERPRISES LIMITED        HOLDINGS LIMITED                       
            (Incorporated in the British Virgin Islands                       
    (Incorporated in the Cayman Islands                                       
            with limited liability)        with limited liability)            
                    (Stock code 8183)                                         
                                                                              
    PROPOSED ACQUISITION OF SHARES OF                                         
    LAI FAI INTERNATIONAL HOLDINGS LIMITED                                    
    BY THE OFFEROR FROM THE VENDORS                                           
    AND                                                                       
    POSSIBLE UNCONDITIONAL CASH OFFER                                         
    BY                                                                        
    KINGSWAY FINANCIAL SERVICES GROUP LIMITED                                 
    ON BEHALF OF THE OFFEROR TO ACQUIRE ALL THE ISSUED                        
    SHARES OF                                                                 
    LAI FAI INTERNATIONAL HOLDINGS LIMITED                                    
    (OTHER THAN THOSE ALREADY OWNED BY THE OFFEROR,                           
    PARTIES ACTING IN CONCERT WITH IT AND THE VENDORS)                        
    AND                                                                       
    RESUMPTION OF TRADING IN THE SHARES OF                                    
    LAI FAI INTERNATIONAL HOLDINGS LIMITED                                    
                                                                              
    Financial adviser to                                                      
    the Offeror                                                               
                                                                              
    KINGSWAY CAPITAL LIMITED                                                  
                                                                              
    The boards of directors of the Company and the Offeror announce that on   
    7th April, 2005, the Offeror (on the one part) and the Vendors (on the    
    other part) entered into a conditional sale and purchase agreement        
    pursuant to which the Vendors had agreed to, inter alia, sell and the     
    Offeror had agreed to purchase the Sale Shares, at HK$0.80 per Share,     
    subject to the terms and conditions of the Sale and Purchase Agreement,   
    representing approximately 50.20% of the total issued share capital of    
    the Company as at the date of this announcement. Based on the closing     
    price of HK$0.70 per Share quoted on the Stock Exchange as at the Last    
    Trading Day, the market value of the Sale Shares amounted to              
    approximately HK$45.31 million.                                           
                                                                              
    Subject to and immediately after Completion, the Offeror (and its         
    concert parties) will beneficially own 92,688,000 Shares, representing    
    approximately 71.88% of the total issued share capital of the Company as  
    at the date of this announcement (assuming that none of the Share         
    Options outstanding as at the date hereof will be exercised and           
    accordingly no further Shares will be issued pursuant thereto).           
                                                                              
    There are at present 3,750,000 outstanding Share Options held by the      
    Option Holders. Pursuant to the Sale and Purchase Agreement, the Sale     
    Optionholders (being two of the Vendors and the holders of 2,655,000      
    Share Options in aggregate) have agreed to cancel their Share Options,    
    and in consideration therefor, the Offeror has agreed to pay them         
    HK$0.70 for each Share Option held by them at Completion.                 
                                                                              
    Kingsway Financial, on behalf of the Offeror, will, subject to            
    Completion having taken place, make an unconditional cash offer in        
    compliance with Rule 26 of the Takeovers Code to all Shareholders (other  
    than the Offeror and parties acting in concert with it) to acquire all    
    the issued Shares (including any Shares that may fall to be issued under  
    any Share Options prior to the close of the Offer) not then owned by the  
    Offeror (and parties acting in concert with it) at HK$0.80 per Share,     
    and to offer HK$0.70 (being the see through price) to the Option Holders  
    (other than the Sale Optionholders) for each Share Option held by them    
    in consideration of their agreeing to cancel their Share Options. The     
    principal terms of the Offer are set out in the section headed "Possible  
    Unconditional Cash Offer" below in this announcement. Kingsway Financial  
    is satisfied that there are sufficient financial resources available to   
    the Offeror to meet the full acceptances of the Offer in respect of the   
    remaining 36,257,000 Shares (representing approximately 28.12% of the     
    total issued share capital of the Company as at the date hereof) and      
    1,095,000 Shares that may be issued upon the exercise in full of the      
    Share Options (other than those held by the Sale Optionholders).          
                                                                              
    Payment for the acceptances under the Offer will be financed by the       
    Offeror from a shareholder's loan from Artfolio, the holding company of   
    the Offeror.                                                              
                                                                              
    To the extent applicable and pursuant to the compulsory acquisition       
    power under Section 88 of the Companies Law (2004 Revision) of the