10:51     TOMORROW INT'L<00760>&SWANK INT'L MFG<00663>-J.Ann&Resume-7         

    The TIHL Group (excluding the Swank Group) is principally engaged         
    in the design, development, manufacture and sale of electronic            
    products, the manufacture and sale of printed circuit boards,             
    the trading and distribution of electronic components and parts,          
    the trading of listed equity investments and the provision of             
    loan financing. The Swank Group is principally engaged in the             
    design, manufacture and marketing of frames, sunglasses and               
    lenses. The audited consolidated net profit before and after              
    taxation and minority interests of Swank for the year ended 31            
    December 2002 were approximately HK$10,763,000 and                        
    approximately HK$10,141,000 respectively. The audited                     
    consolidated net loss before and after taxation and minority              
    interests of Swank for the year ended 31 December 2003 were               
    approximately HK$8,401,000 and approximately HK$7,054,000                 
    respectively. The unaudited consolidated net loss before and              
    after taxation and minority interests of Swank for the six months         
    ended 30 June 2004 were approximately HK$802,000 and                      
    approximately HK$1,844,000 respectively. The unaudited                    
    consolidated net liability of Swank as at 30 June 2004 amounted           
    to approximately                                                          
    HK$61,815,000.                                                            
                                                                              
    Further to the disposal of TIHL Group's 19% interest in Swank             
    as announced in the joint announcement of TIHL and Swank dated            
    29 December 2003, the directors of TIHL consider the entering             
    into of the Sale and Purchase Agreement will provide an                   
    opportunity for the TIHL Group to further realise its investment          
    in Swank. Upon completion of the Disposal, Swank will cease to            
    be the subsidiary of either Probest or TIHL. The directors of             
    TIHL believe that the terms of the Disposal (including the terms          
    of the Shareholders Agreement and the TIHL Deed) and the Loan             
    Restructuring Agreement, which is part and parcel of the Disposal,        
    are fair and reasonable and in the interests of the shareholders          
    of TIHL as a whole.                                                       
                                                                              
    Upon completion of the Disposal and the conditional Loan                  
    Restructuring Agreement, the TIHL Group will realise a gain of            
    approximately HK$43 million since Swank is a net liability                
    company and its carrying value on TIHL's balance sheet is nil.            
    The proceeds from the Disposal of approximately HK$43 million             
    will be used as general working capital of the TIHL Group.                
                                                                              
    Listing Rules Implication                                                 
                                                                              
    The Disposal constitutes a major transaction for TIHL under               
    Chapter 14 of the Listing Rules. As permitted under Rule 14.44            
    of the Listing Rules, as no shareholder is required to abstain            
    from voting in the event TIHL convenes a meeting for the purpose          
    of obtaining approval for the Disposal and no shareholder has             
    a material interest in the Disposal save for their shareholding           
    in TIHL and as Winspark Venture Limited, being the controlling            
    shareholder of TIHL which holds approximately 58% of the issued           
    share capital of TIHL as at the date of this announcement, has            
    provided its written consent to the Sale and Purchase Agreement           
    and the transactions contemplated thereunder, no meeting of the           
    shareholders of TIHL will be convened for this purpose and such           
    condition is already fulfilled as at the date of this                     
    announcement.                                                             
                                                                              
    Controlling Shareholder of TIHL                                           
                                                                              
    As at the date of this announcement, the controlling shareholder          
    of TIHL is as follows:                                                    
                                                                              
    Name of shareholder     Capacity        Number of Shares        %         
    Shareholding                                                              
    Winspark Venture        Beneficial owner        165,835,963     58.0      
      Limited       (Note)