10:38     MAGNUM INT'L<00305>-Announcement&Resumption of Trading (5)          

    (iii)  the passing by the Independent Shareholders (by way of a poll)     
    of ordinary resolutions at the SGM to be convened for the purpose of      
    approving the transactions contemplated under the Subscription            
    Agreement and the Compromise Deed;                                        
                                                                              
    (iv)  the receipt of approval from the SFC for the proposed change        
    in the ultimate substantial shareholder of MISL;                          
                                                                              
    (v)  the receipt of approval from Hong Kong Exchanges and Clearing        
    Limited to the proposed change of control of MISL;                        
                                                                              
    (vi)  the repayment of the overdraft banking facilities made              
    available by lending banks to the Group which are secured by charges      
    granted over certain of the Properties, and the release of such           
    security;                                                                 
                                                                              
    (vii)  the Compromise Deed having become unconditional in all             
    respects;                                                                 
                                                                              
    (viii)  if necessary, the Bermuda Monetary Authority approving or         
    agreeing to approve (a) the Capital Reduction; (b) the issue of the       
    Convertible Bond pursuant to the Subscription Agreement; and (c) the      
    allotment, issue and subsequent transfer of the Shares upon exercise      
    of the conversion rights attaching to the Convertible Bond;               
                                                                              
    (ix)  all necessary consents, authorisations or other approvals (or,      
    as the case may be, any relevant waiver) of any kind in connection        
    with the entering into and performance by Unichina or MGL of the terms    
    of the Sale and Purchase Agreement or otherwise affecting the Company     
    as a result of the transactions contemplated by the Sale and Purchase     
    Agreement which may be required under the Listing Rules, by the Stock     
    Exchange or any regulatory authority having been obtained; and            
                                                                              
    (x)  the current listing of the Shares not having been withdrawn, the     
    Shares continuing to be traded on the Stock Exchange following the        
    issue of this announcement and prior to S&P Completion (save for any      
    temporary suspension not exceeding ten consecutive trading days           
    pending clearance of any other announcement in connection with the        
    Capital Reduction, the Sale and Purchase Agreement, the Subscription      
    Agreement, the Compromise Deed and/or the Offers) and the SFC and the     
    Stock Exchange not having indicated that the listing of the Shares        
    on the Stock Exchange will be withdrawn or objected to and no             
    circumstances existing based on which the SFC could exercise its          
    powers under Rule 8 of the Securities and Futures (Stock Market           
    Listing) Rules 2003 as amended.                                           
                                                                              
    If any of the conditions to the Sale and Purchase Agreement has not       
    been fulfilled, or waived by Unichina (as to conditions (i) and (x)       
    only) in its absolute discretion on or before 31 July 2005 (which may     
    be extended for a further period of not less than 60 days by Unichina     
    in writing), the Sale and Purchase Agreement shall from such date be      
    null and void and have no effect and no party shall have any              
    obligations and liabilities to the other party thereunder (without        
    prejudice to the rights of any party in respect of antecedent             
    breaches).                                                                
                                                                              
    S&P Completion                                                            
                                                                              
    S&P Completion will take place (i) on the seventh Business Day after      
    the satisfaction (or waiver) of the conditions to the Sale and            
    Purchase Agreement; or (ii) at such other date as mutually agreed         
    among the parties to the Sale and Purchase Agreement, and                 
    simultaneously with the Subscription Completion and the Compromise        
    Deed Completion.                                                          
                                                                              
    III.  POSSIBLE MANDATORY UNCONDITIONAL CASH OFFERS                        
                                                                              
    Immediately following S&P Completion, Unichina and parties acting in      
    concert with it will be the holders of 316,973,680 Shares,                
    representing approximately 51.54% of the entire issued share capital      
    of the Company as at the date of this announcement (not taking into       
    account the Shares held for the account of non-discretionary clients      
    by the brokerage division of a fellow subsidiary of Celestial Capital).   
    Under Rule 26.1 of the Takeovers Code, Unichina is required to make       
    a mandatory unconditional cash offer for all the issued Shares other      
    than those Shares already owned by it and parties acting in concert       
    with it. Under Rule 13 of the Takeovers Code, Unichina is also required   
    to make a comparable offer for all the outstanding Options.