10:37     MAGNUM INT'L<00305>-Announcement&Resumption of Trading (3)          

    General                                                                   
                                                                              
    The Compromise Deed, including the execution of the Security              
    Documents, constitutes a ``special deal'' under Rule 25 of the            
    Takeovers Code, which requires the consent of the Executive and such      
    consent, if granted, will be conditional upon the approval of the         
    Independent Shareholders voting by way of a poll. Given that MGL is       
    the immediate controlling Shareholder, the entering into of the           
    Compromise Deed by MGL, Unichina and the Company constitutes a            
    connected transaction for the Company under Chapter 14A of the Listing    
    Rules which requires the approval of the Independent Shareholders         
    voting by way of a poll. As Unichina entered into the Sale and Purchase   
    Agreement with MGL and will be the controlling Shareholder upon the       
    S&P Completion while the Subscription Completion will take place          
    simultaneously with the S&P Completion, the issuance of the               
    Convertible Bond to Unichina under the Subscription Agreement will        
    constitute a connected transaction for the Company under Chapter 14A      
    of the Listing Rules which will require the approval of the               
    Independent Shareholders voting by way of a poll. The SGM will be         
    convened to approve the Capital Reduction, the increase of the            
    authorised share capital, the entering into of the Compromise Deed        
    (together with the transactions contemplated thereunder) and the          
    Subscription Agreement. MGL and its associates will abstain from          
    voting on the resolutions in respect of the Compromise Deed and the       
    Subscription Agreement at the SGM.                                        
                                                                              
    A circular setting out details of the Sale and Purchase Agreement,        
    the Capital Reduction, the increase in authorised share capital of        
    the Company, the Compromise Deed and the Subscription Agreement and       
    the advice received in respect of the Compromise Deed and the             
    Subscription Agreement from Tai Fook, the independent financial           
    adviser to the independent board committee of the Company, together       
    with a notice of the SGM will be sent to the Shareholders as soon as      
    possible. A composite offer and response document of the Company          
    setting out details of the Offers (accompanied by the acceptance and      
    transfer form) and incorporating the respective letters of advice         
    from the independent board committee of the Company and Tai Fook on       
    the Offers will be sent to the Shareholders and the Optionholders in      
    accordance with the Takeovers Code.                                       
                                                                              
    At the request of the Company, trading of the Shares on the Stock         
    Exchange was suspended with effect from 9:30 a.m. on Tuesday, 8           
    February 2005 pending the release of this announcement. Application       
    has been made by Company for the resumption of trading in the Shares      
    on the Stock Exchange with effect from 9:30 a.m. on 11 April 2005.        
                                                                              
    The Sale and Purchase Agreement is conditional upon the fulfillment       
    of certain conditions and the Offers will only be made in the event       
    of the occurrence of S&P Completion. Investors are therefore advised      
    to exercise caution in dealing in the Shares.                             
                                                                              
    I.  BACKGROUND                                                            
                                                                              
    On 18 February 2005, Unichina, MGL and MCB entered into a sale and        
    purchase agreement (the ``Previous Sale and Purchase Agreement'')         
    whereby MGL agreed to sell and Unichina agreed to purchase the Sale       
    Shares (being 316,973,680 Shares) at a consideration of HK$15,000,000     
    (being approximately HK$0.04735 per Sale Share) upon and subject to       
    the terms and conditions of the Previous Sale and Purchase Agreement.     
    On the same date, the Company, Unichina and MGL entered into certain      
    agreements (together with the Previous Sale and Purchase Agreement,       
    the ``Previous Agreements'') in respect of the arrangements for           
    settling the Shareholder's Loan. After further negotiation among, and     
    as mutually agreed by, the respective parties to the Previous             
    Agreements, the Previous Agreements were terminated by entering into      
    of the respective deeds of termination on 8 April 2005 by the relevant    
    parties immediately before the entry into of the Transaction              
    Documents. Following termination of the Previous Agreements, no party     
    has any further obligations or any claims against any other party         
    under each of the Previous Agreements. The reason for entering into       
    the termination deed for the Previous Sale and Purchase Agreement and     
    the entering into the Sale and Purchase Agreement was to facilitate       
    the arrangements (i.e. the Subscription Agreement and the Compromise      
    Deed) for settlement of the Shareholder's Loan.  Save for those terms     
    relating to the structuring of the repayment of the Shareholder's Loan,   
    the terms of the Previous Sale and Purchase Agreement are                 
    substantially the same as those of the Sale and Purchase Agreement        
    including the sale price (being HK$15,000,000) and the number of the      
    Sale Shares (being 316,973,680 Shares).