09:55     WEALTHMARK INTL<00039> - Announcement & Resumption (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.                   
                                                                              
                                                                              
    ORIENTELITE INVESTMENTS LIMITED   WEALTHMARK INTERNATIONAL (HOLDINGS)     
                                       LIMITED                                
       (Incorporated in the British Virgin Islands with limited liability)    
       (Incorporated in the Cayman Islands with limited liability)            
          (Stock Code: 39)                                                    
                                                                              
    JOINT ANNOUNCEMENT                                                        
                                                                              
    (1) Acquisition of Shares in Wealthmark International (Holdings) Limited  
                                                                              
    by Orientelite Investments Limited;                                       
    (2) the Debt Assignment; and                                              
    (3) Mandatory unconditional cash offer by                                 
    First Shanghai Securities Limited                                         
    on behalf of                                                              
    Orientelite Investments Limited                                           
    for all the issued shares in Wealthmark International (Holdings) Limited  
                                                                              
    (other than those already owned by                                        
    Orientelite Investments Limited and parties acting in concert with it)    
                                                                              
    FINANCIAL ADVISER TO ORIENTELITE INVESTMENTS LIMITED                      
                                                                              
                                                                              
    First Shanghai Capital Limited                                            
                                                                              
                                                                              
    The Offeror announces that, and the Board has been informed by the        
    Offeror that, the Offeror has entered into the Sale and Purchase          
    Agreement with the Vendors on 12th April 2005 pursuant to which, the      
    Offeror agreed to purchase and the Vendors agreed to sell in aggregate    
    150,000,000 Shares for a total consideration of HK$4,000,000 (equivalent  
     to approximately HK$0.0267 per Share). The Sale Shares represent 75% of  
     the issued share capital of the Company as at the date of this           
    announcement. The acquisition of the Sale Shares by the Offeror pursuant  
     to the Sale and Purchase Agreement was completed on 12th April 2005.     
                                                                              
    The Board also announces that the Offeror has entered into a Debt         
    Assignment with the Coordinating Bank and the Assigning Banks on 12th     
    April 2005 pursuant to which each of the Assigning Banks agreed to        
    assign to the Offeror all its rights, title and interest in, to and       
    under its Assigned Debt due from the Group and the Underlying             
    Agreements. None of the Coordinating Bank and the Assigning Banks         
    beneficially hold any Shares as at the date of this announcement.         
                                                                              
    Following the acquisition of the Sale Shares, the Offeror owns an         
    aggregate of 150,000,000 Shares, representing 75% of the issued and       
    voting share capital of the Company and the Offeror is required to make   
    a mandatory unconditional cash offer for all the outstanding Shares       
    (other than those already acquired by the Offeror and its concert         
    parties) pursuant to Rule 26.1 of the Takeovers Code. First Shanghai      
    Securities will, on behalf of the Offeror, make the Offer for all the     
    issued Shares not already owned by the Offeror and parties acting in      
    concert with it. The principal terms of the Offer are set out under the   
    section headed "The Offer" below.                                         
    First Shanghai Capital is satisfied that the Offeror has sufficient       
    financial resources to fulfill its obligations under the Offer.           
                                                                              
    Pursuant to the Takeovers Code, within 21 days after the date of this     
    announcement or such later date as the Executive may approve, the         
    Offeror is required to despatch an offer document in relation to the      
    Offer. The Offeror and the Company intend to combine the offer document   
    and the Company's circular in the Composite Offer Document to be posted   
    within such period. An independent board committee to advise the          
    independent Shareholders in respect of the Offer will be established by   
    the Company. An independent financial adviser will be appointed to        
    advise the independent board committee of the Company in respect of the   
    Offer and an announcement thereof will be made as soon as possible after  
     the appointment is made.                                                 
                                                                              
    At the request of the Company, trading in the Shares on the Stock         
    Exchange was suspended with effect from 2:30 p.m. on 12th April 2005      
    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 15th April 2005.                   
                                                                              
    Shareholders and potential investors in the Company should exercise       
    caution when dealing in the Shares.