10:44     MAGNUM INT'L<00305>-Announcement&Resumption of Trading (17)         

    Unichina has undertaken to the Company that it will not convert or        
    procure not to convert any part of the Convertible Bond into new Shares   
    if such conversion would result in the minimum public float of the        
    Shares on the Stock Exchange as required under the Listing Rules will     
    not be maintained.                                                        
                                                                              
    IX.  FUND RAISING IN THE PAST TWELVE MONTHS                               
                                                                              
    The Company has not carried out any fund raising activities within        
    the last 12 months prior to the date of this announcement.                
                                                                              
    X.  GENERAL                                                               
                                                                              
    Dao Heng Securities Limited has been appointed as the financial           
    adviser to the Company and Celestial Capital has been appointed as        
    the financial adviser to Unichina. An independent board committee         
    comprising the independent non-executive directors of the Company         
    will be established to consider the terms of the Compromise Deed and      
    the Subscription Agreement and advise the Independent Shareholders        
    as to the fairness and reasonableness of the terms of the Compromise      
    Deed and the Subscription Agreement. The independent board committee      
    of the Company will also consider the terms of the Offers and advise      
    the Shareholders and Optionholders as to whether or not to accept the     
    Offers. Tai Fook has been appointed to act as the independent             
    financial adviser to the independent board committee of the Company       
    on the terms of the Compromise Deed, the Subscription Agreement and       
    the Offers.                                                               
                                                                              
    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, the Subscription Agreement and the      
    advice in respect of the Compromise Deed and the Subscription             
    Agreement from Tai Fook together with a notice of the SGM will be sent    
    to the Shareholders as soon as possible.                                  
                                                                              
    Rule 8.2 of the Takeovers Code provides that an offer document should     
    normally be posted by or on behalf of the offeror within 21 days of       
    the date of announcement of the offer. Pursuant to Note 2 to Rule 8.2     
    of the Takeovers Code, Executive's consent is required if the making      
    of an offer is subject to the prior fulfilment of a pre-condition and     
    the pre-condition cannot be fulfilled within the time period              
    contemplated by Rule 8.2 of the Takeovers Code. Application will be       
    made by Unichina for the Executive's consent under Rule 8.2 of the        
    Takeovers Code to extend the deadline for the despatch of the relevant    
    offer document within 7 days of fulfilment of conditions of the Sale      
    and Purchase Agreement.                                                   
                                                                              
    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.                                                  
                                                                              
    Trading in the Shares on the Stock Exchange was suspended with effect     
    from 9:30 a.m. on Tuesday, 8 February 2005 at the request of the          
    Company pending the release of this announcement. Application has         
    been made by the Company for the resumption of trading in the Shares      
    on the Stock Exchange with effect from 9:30 a.m. on 11 April 2005.        
                                                                              
    As at the date of this announcement, the Board comprises Mr. Lim Teong    
    Leong, Mr. Tam Cheok Wing, Mr. Ooi Sin Heng and Mr. Chan Hon Ming as      
    executive Directors and Mr. Wong Ming Shiang, Mr. Lim Eng Ho and Mr.      
    Soo Tho Him Yip as independent non-executive Directors.                   
                                                                              
    XI.  DEFINITIONS                                                          
                                                                              
    In this announcement, the following terms have the following              
    meanings:                                                                 
                                                                              
    ``Acquisition''   the acquisition by Unichina of the Sale Shares          
    pursuant to the Sale and Purchase Agreement                               
                                                                              
    ``associates''   has the meaning ascribed thereto under the Listing       
    Rules                                                                     
                                                                              
    ``Board''   the board of Directors                                        
                                                                              
    ``Balance Shareholder's Loan''   being the balance of the                 
    Shareholder's Loan as at the date of the Compromise Deed Completion       
    after deduction of HK$35 million to be payable by Unichina on behalf      
    of the Company upon the Subscription Completion to MGL as directed        
    by the Company in writing and HK$15.6 million to be settled by issuance   
    of the Unsecured Promissory Note by the Company to MGL under the terms    
    of the Compromise Deed