10:39     MAGNUM INT'L<00305>-Announcement&Resumption of Trading (6)          

    As at the date of this announcement, the Company has 615,024,175          
    Shares in issue and outstanding Options entitling the Optionholders       
    to subscribe for an aggregate of 20,100,000 Shares at an exercise         
    price of HK$0.111 per Share. Accordingly, apart from the Sale Shares,     
    (i) 298,050,495 Shares (assuming all outstanding Options granted have     
    not been exercised prior to the close of the Offers) will be subject      
    to the Share Offer, and all outstanding Options (if not exercised)        
    will be subject to the Option Offer; or (ii) 318,150,495 Shares           
    (assuming all outstanding Options have been fully exercised prior to      
    the close of the Offers) will be subject to the Share Offer.              
                                                                              
    Save for the outstanding Options disclosed above, there are no            
    outstanding warrants, options, derivatives or securities convertible      
    into Shares as at the date of this announcement.                          
                                                                              
    Principal terms of the Offers                                             
                                                                              
    Upon S&P Completion, Celestial Capital, on behalf of Unichina, will       
    make mandatory unconditional cash offers for all the issued Shares        
    (other than those already owned or agreed to be acquired by Unichina      
    and parties acting in concert with it) and all the outstanding Options    
    on the following basis:                                                   
                                                                              
    The Share Offer for each Share   HK$0.04735 in cash                       
                                                                              
    The Option Offer for each outstanding Option to acquire one Share         
    HK$0.001 in cash                                                          
                                                                              
    Unichina is required under the Takeovers Code to make a comparable        
    offer for all the outstanding Options as part of the Offers. Unichina     
    offers to pay the Optionholders in cash on the basis set out above        
    in respect of every Option in consideration of the surrender by the       
    Optionholders of all their rights in respect of such Options. The         
    Optionholders have not given any undertaking to accept or not to          
    accept the Option Offer.                                                  
                                                                              
    According to the share option scheme adopted by the Company on 11 June    
    2002, the Options shall lapse automatically (to the extent not already    
    exercised) on the date on which the Option Offer closes.                  
                                                                              
    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.                             
                                                                              
    Comparison of value                                                       
                                                                              
    The offer price of HK$0.04735 per Share under the Share Offer is          
    approximately the same as the price agreed to be paid by Unichina to      
    MGL for each Sale Share under the Sale and Purchase Agreement and         
    represents:                                                               
                                                                              
    (a)  a discount of approximately 56.2% to the closing price of            
    HK$0.108 per Share as quoted on the Stock Exchange on 7 February 2005,    
    being the last full trading day prior to the suspension of the trading    
    in the Shares at 9:30 a.m. on 8 February 2005;                            
                                                                              
    (b)  a discount of approximately 42.6% to the average closing price       
    of HK$0.0825 per Share as quoted on the Stock Exchange for the last       
    ten consecutive full trading days prior to the suspension of the          
    trading in the Shares at 9:30 a.m. on 8 February 2005; and                
                                                                              
    (c)  a discount of approximately 40.4% to the average closing price       
    of HK$0.0795 per Share as quoted on the Stock Exchange for the last       
    30 consecutive full trading days prior to the suspension of the           
    trading in the Shares at 9:30 a.m. on 8 February 2005.                    
                                                                              
    Based on the Company's interim report for the six months ended 30 June    
    2004, the unaudited consolidated net liabilities of the Company as        
    at 30 June 2004 were approximately HK$45,150,000, which were              
    equivalent to approximately HK$0.0734 per Share (based on 615,024,175     
    Shares then in issue).                                                    
                                                                              
    The option offer price under the Option Offer is equivalent to the        
    nominal value of each Share upon Capital Reduction Completion.