10:51     TOMORROW INT'L<00760>&SWANK INT'L MFG<00663>-J.Ann&Resume-6         

    the parties may further agree in writing;                                 
                                                                              
    (f)     no indication being received on or before the Completion Date     
    from the Stock Exchange or the SFC to the effect that the listing         
    of the Shares may be withdrawn or objected to (or conditions              
    which may be attached thereto) as a result of Completion or in            
    connection with the terms of the Sale and Purchase Agreement;             
                                                                              
    (g)     the conditional cancellation agreement dated 20 January 2005      
    between Rich Global, Fortune Dynamic and TIHL in respect of the           
    option agreement dated 16 December 2003 between Fortune Dynamic,          
    TIHL and Rich Global (which option agreement was announced in             
    the joint announcement of TIHL and Swank dated 29 December 2003)          
    remaining valid and the provision of evidence to that effect              
    to the reasonable satisfaction of the Offeror;                            
                                                                              
    (h)     if required, the passing by the shareholders of TIHL permitted    
    to vote in a general meeting of resolutions approving the Sale            
    and Purchase Agreement and the transactions contemplated                  
    thereunder including (i) the Shareholders Agreement and the               
    transactions contemplated thereunder; (ii) the Loan                       
    Restructuring Agreement and the transactions contemplated                 
    thereunder; and (iii) the Guarantee and the transactions                  
    contemplated thereunder, in each case, in accordance with the             
    requirements of the Listing Rules, the Takeovers Code, its                
    memorandum of association and bye-laws and as required by law;            
    and                                                                       
                                                                              
    (i)     compliance by Swank and TIHL of all legal and regulatory          
    requirements (including those under the Listing Rules or                  
    otherwise of the Stock Exchange) which require compliance in              
    relation to the Sale and Purchase Agreement and the transactions          
    contemplated thereunder.                                                  
                                                                              
    Completion is expected to take place on the 7th Business Day              
    after the satisfaction (other than conditions (a), (b), (e) and           
    (f) which shall remain fulfilled (unless waived) when all the             
    other conditions shall have been fulfilled or waived) or waiver           
    (as the case may be) of the above conditions, provided this occurs        
    before the Long Stop Date.                                                
                                                                              
    The Offeror may waive all or any of the above conditions (other           
    than (c), (d) and (f)) at any time by notice in writing to the            
    Vendors. Pursuant to the Listing Rules and the Takeovers Code,            
    the votes of the Independent Shareholders referred to in (d)              
    shall be taken by way of poll.                                            
                                                                              
    In the event that any of the above conditions are not fulfilled           
    or waived prior to the Long Stop Date or conditions (a), (b)              
    and (f) shall not remain fulfilled at the time when all the other         
    conditions shall have been fulfilled or waived, or this                   
    announcement shall not have been cleared by the Stock Exchange            
    and the SFC within 28 business days (as defined in the Listing            
    Rules) from the date of the Sale and Purchase Agreement (as               
    extended for a further 29 business days by the Supplemental               
    Agreement), i.e. on or before 19 April, 2005 or such longer time          
    as the parties may further agree in writing, the Sale and Purchase        
    Agreement shall terminate and cease to be of any effect.                  
                                                                              
    Winspark Venture Limited, the controlling shareholder of TIHL,            
    has undertaken to the Offeror that it shall cast its votes in             
    favour of the resolutions referred to in (h) above unless it              
    is required or directed by the Stock Exchange or the SFC to               
    abstain from voting or to cast its votes against such resolutions         
    or any of them or in some other manner.                                   
                                                                              
    Reasons for the Disposal