10:52     TOMORROW INT'L<00760>&SWANK INT'L MFG<00663>-J.Ann&Resume-8         

    Note:   The entire issued share capital of Winspark Venture               
    Limited is beneficially owned by Mr. Chan Yuen Ming.                      
                                                                              
    2.      LOAN RESTRUCTURING AGREEMENT                                      
                                                                              
    On 20 January 2005, Probest, Swank and Profitown entered into             
    the conditional Loan Restructuring Agreement. The Loan                    
    Restructuring Agreement constitutes a special deal under Rule             
    25 of the Takeovers Code and requires consent from the Executive.         
                                                                              
    Principal terms of the Loan Restructuring Agreement                       
                                                                              
    Pursuant to the Loan Restructuring Agreement:                             
                                                                              
    1.      Probest conditionally agreed to waive an outstanding              
    principal of the Debt over and above the Remaining Debt, the              
    interest and the default interest on the Debt for the period              
    from 5 November 2003 up to and inclusive of the date of the Sale          
    and Purchase Agreement in the amount of approximately                     
    HK$12,669,995 and any further interest which may accrue on the            
    Debt up to and inclusive of the Effective Date. Based on the              
    amount of the Debt and the Profitown/Swank Loan of approximately          
    HK$112,167,732 as at the date of this announcement, the principal         
    amount, interests and default interests of the Debt to be waived          
    amounts to approximately HK$66,270,000;                                   
                                                                              
    2.      the Existing Promissory Note will be cancelled as from the        
    Effective Date;                                                           
                                                                              
    3.      Profitown will issue and deliver the Promissory Note to           
    Probest, in consideration of which Swank undertakes to waive              
    a sum equivalent to the Remaining Debt (HK$112,167,732 as at              
    the date of this announcement) from the Profitown/Swank Loan              
    on the Effective Date. Accordingly, after such waiver on the              
    Effective Date, there will not be any Profitown/Swank Loan                
    outstanding;                                                              
                                                                              
    4.      Swank will execute the Guarantee in favour of Probest.            
                                                                              
    (The detail of the relationship between the Debt, the                     
    Remaining Debt and the Profitown/Swank Loan, please refer to the press    
    announcement today.)                                                      
                                                                              
    Principal terms of the Promissory Note                                    
                                                                              
    Principal amount:       an amount equivalent to the Remaining Debt,       
    which, based on the outstanding amount of the Profitown/Swank             
    Loan as at the date of this announcement, would be approximately          
    HK$112,167,732                                                            
                                                                              
    Maturity Date:  bullet payment on a date falling 30 months of             
    the date of issue of the Promissory Note                                  
                                                                              
    Interest:       1% above the prime rate for Hong Kong dollar quoted       
    from time to time by The Hongkong and Shanghai Banking                    
    Corporation Limited, which is based on prevailing market rate             
    and is the same as the interest rate under the Existing Promissory        
    Note, payable quarterly in arrears                                        
                                                                              
    Security:       the Promissory Note will be unsecured and not             
    guaranteed by the Offeror or any of its concert parties or any            
    other person except for the Guarantee to be given by Swank                
                                                                              
    Other terms:    all amounts payable under the Promissory Note will        
    become immediately due and payable if at any time after issue             
    of the Promissory Note, inter alia:                                       
                                                                              
    (a)     the aggregate shareholding of the Offeror in Swank falls below    
    51%;                                                                      
    (b)     there is any change to the majority of the board of directors     
    of the Offeror, which comprises Mr. Wang, Mr. Zhao Jun (*)                
    and Mr. Li Wei(*), as disclosed in the