10:48     TOMORROW INT'L<00760>&SWANK INT'L MFG<00663>-J.Ann&Resume-2         

    owned by the Offeror and parties acting in concert with it).              
    Following and subject to Completion, DBS Asia will, on behalf             
    of the Offeror, make a mandatory cash offer on the terms and              
    subject to the conditions referred to in this announcement and            
    to be set out in the Offer Document to acquire all the issued             
    Shares (other than those already owned by the Offeror and parties         
    acting in concert with it) at HK$0.03 per Share. The terms of             
    the Offer are set out under the section headed "Possible Cash             
    Offer" below.                                                             
                                                                              
    The Offer Document                                                        
                                                                              
    Pursuant to Rule 8.2 of the Takeovers Code, the Offer Document            
    should be posted within 21 days of the date of this announcement.         
    As the making of the Offer is conditional upon Completion, the            
    Offer Document is, subject to the Executive's consent, expected           
    to be despatched to the shareholders of Swank in accordance with          
    the Takeovers Code within 7 days of fulfillment or waiver of              
    the conditions of the Sale and Purchase Agreement.                        
                                                                              
    Special Deal and Connected Transactions                                   
                                                                              
    On 20 January 2005, Swank, Probest and Profitown also entered             
    into the conditional Loan Restructuring Agreement. Pursuant to            
    the terms of the Loan Restructuring Agreement, subject to                 
    Completion taking place, Profitown will issue the Promissory              
    Note in favour of Probest, in consideration of Probest waiving            
    portion of the outstanding loan due and owing by Swank to Probest         
    under the Existing Promissory Note and releasing Swank from all           
    future obligations and liabilities under the Existing Promissory          
    Note. Pursuant to the terms of the Loan Restructuring Agreement,          
    Swank will also execute the Guarantee to guarantee Profitown's            
    obligations in respect of interest payment under the Promissory           
    Note.                                                                     
                                                                              
    On Completion, Swank, Probest, TIHL and Profitown will enter              
    into the Shareholders Agreement, the principal terms of which             
    will include unanimous board approval on material issues                  
    regarding Profitown, a put option exercisable by Swank in respect         
    of its shares in Profitown and an indemnity by Probest in favour          
    of Profitown in the event of certain deficit in the net tangible          
    asset value of Profitown as set out in the sub-section headed             
    "Shareholders Agreement" below. On Completion, Probest and TIHL           
    will also execute the TIHL Deed in favour of the Offeror. The             
    Shareholders Agreement and the Loan Restructuring Agreement will          
    constitute special deals under the Takeovers Code.                        
                                                                              
    As Probest is a substantial shareholder of each of Swank and              
    Profitown and thus a connected person of Swank under the Listing          
    Rules, the transactions contemplated under the Shareholders               
    Agreement, the Loan Restructuring Agreement and the Guarantee             
    will constitute connected transactions of Swank under the                 
    Listing Rules.                                                            
                                                                              
    Possible Continuing Connected Transaction                                 
                                                                              
    The Agency Agreement will be entered into between the Trading             
    Company and the Nominee upon Completion and will commence from            
    the date of Completion and expire on 31 December 2007. Pursuant           
    to the terms of the Agency Agreement, the Trading Company will            
    provide agency services to the Nominee in relation to the sale            
    of the Products to the Territory at an agency fee of 3% of the            
    invoiced amount of the Products sold by the Agent on behalf of            
    the Nominee.                                                              
                                                                              
    As the Trading Company will be wholly-owned by Swank and upon             
    Completion, the Offeror will be the controlling shareholder of            
    Swank, the Nominee as an associate of the Offeror will become             
    a connected person of Swank under the