10:48 TOMORROW INT'L<00760>&SWANK INT'L MFG<00663>-J.Ann&Resume-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. JOINT ANNOUNCEMENT Tomorrow International Swank International Manufacturing China Time Investment Holdings Limited Company Limited Holdings Limited (incorporated in Bermuda with limited liability) (incorporated in Hong Kong with limited liability) (incorporated in the British Virgin Islands (Stock code: 760) (Stock code: 663) with limited liability) Major Transaction Special Deal and Connected Transactions Possible Continuing Connected Transaction Possible Mandatory Cash Offer to be made by DBS Asia Capital Limited on behalf of China Time Investment Holdings Limited to acquire all the issued shares of Swank International Manufacturing Company Limited (other than those already owned or agreed to be acquired by China Time Investment Holdings Limited or parties acting in concert with it) Financial Adviser to China Time Investment Holdings Limited DBS Asia Capital Limited Financial Adviser to Tomorrow International Holdings Limited Deloitte & Touche Corporate Finance Ltd. Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders of Swank Barits Securities (Hong Kong) Limited The Possible Offer On 20 January 2005, the Offeror entered into the Sale and Purchase Agreement (as amended by the Supplemental Agreement) with Probest, Rich Global, Kingsway Lion, TIHL and SW Kingsway, pursuant to which the Offeror conditionally agreed to acquire from Probest, Rich Global and Kingsway Lion 1,437,396,440, 156,283,205 and 281,238,000 Shares respectively, representing approximately 46%, 5% and 9% of the existing issued share capital of Swank as at the date of this announcement for HK$43,121,893.20, HK$4,688,496.15 and HK$8,437,140 respectively (i.e. equivalent to HK$0.03 per Share). The purchase price for the relevant Sale Shares was determined by each of Probest, Rich Global and Kingsway Lion and the Offeror after arm's length negotiations. Completion is conditional upon the fulfillment or waiver of certain conditions. Upon Completion, the Offeror will be obliged under Rule 26 of the Takeovers Code to make a mandatory cash offer to acquire all the issued Shares (other than those already