10:49 TOMORROW INT'L<00760>&SWANK INT'L MFG<00663>-J.Ann&Resume-4 20 January 2005 Parties Purchaser: the Offeror, a company incorporated in the British Virgin Islands who and whose ultimate beneficial owner, to the best of the knowledge, information and belief of the directors of TIHL, having made all reasonable enquiries, are third parties independent of and not connected with TIHL or Swank or their respective connected persons (as defined in the Listing Rules). The Offeror is a company principally engaged in investment holding. Vendors: (a) Probest, a wholly-owned subsidiary of TIHL and a company principally engaged in investment holding; (b) Rich Global, a wholly-owned subsidiary of SW Kingsway and a company principally engaged in investment holding; and (c) Kingsway Lion, a wholly-owned subsidiary of SW Kingsway and a company principally engaged in investment holding. Warrantors: (a) TIHL, a company incorporated in Bermuda whose securities are listed on the Main Board of the Stock Exchange (in respect of the obligations of Probest); and (b) SW Kingsway, a company incorporated in Bermuda whose securities are listed on the Main Board of the Stock Exchange (in respect of the obligations of Rich Global and Kingsway Lion). Sale Shares (a) the First Sale Shares, being 1,437,396,440 Shares and representing approximately 46% of the existing issued share capital of Swank as at the date of this announcement. Following Completion, Probest will hold 156,202,790 Shares representing approximately 5% of existing issued share capital of Swank as at the date of this announcement and Probest has undertaken not to accept the Offer in respect of such Shares; (b) the Second Sale Shares, being 156,283,205 Shares and representing approximately 5% of the existing issued share capital of Swank as at the date of this announcement. Following Completion, Rich Global will hold 156,202,795 Shares representing approximately 5% of existing issued share capital of Swank as at the date of this announcement and Rich Global has undertaken not to accept the Offer in respect of such Shares; (c) the Third Sale Shares, being 281,238,000 Shares and representing approximately 9% of the existing issued share capital of Swank as at the date of this announcement. Following Completion, Kingsway Lion will hold no interest in Swank. Consideration (a) HK$43,121,893.20 in cash (i.e. equivalent to HK$0.03 per Share) in respect of the First Sale Shares which was determined by Probest and the Offeror after arm's length negotiations with reference to the market price of the First Sale Shares and was agreed between Probest and the Offeror as a matter of commercial decision; (b) HK$4,688,496.15 in cash (i.e. equivalent to HK$0.03 per Share) in respect of the Second Sale Shares which was determined by Rich Global and the Offeror after arm's length negotiations with reference to the market price of the Second Sale Shares and was agreed between Rich Global and the Offeror as a matter of commercial decision; and