10:53     TOMORROW INT'L<00760>&SWANK INT'L MFG<00663>-J.Ann&Resume-12        

    Probest and TIHL shall have no further obligations under the              
    said indemnity if:                                                        
                                                                              
    (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 since the date of and as disclosed in the Sale             
    and Purchase Agreement; or                                                
    (c)     Mr. Wang ceases to be the legal and beneficial owner of at        
    least 75% of and in the Offeror.                                          
                                                                              
    Listing Rules and Takeovers Code implications                             
                                                                              
    The Disposal and the Loan Restructuring Agreement constitutes             
    a major transaction for TIHL under Chapter 14 of the Listing              
    Rules. Upon completion of the Disposal, Swank will cease to be            
    the subsidiary of either Probest or TIHL. 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 entering into of the            
    Sale and Purchase Agreement and the Loan Restructuring Agreement          
    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            
    no interest in the Sale and Purchase Agreement and the Loan               
    Restructuring Agreement save for its shareholding in TIHL and             
    has provided its written consent to the Sale and Purchase                 
    Agreement and the Loan Restructuring Agreement, 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.                                                             
                                                                              
    As Probest is a substantial shareholder of each of Swank and              
    Profitown, TIHL and Probest are connected persons of Swank under          
    the Listing Rules. The entering into each of the Shareholders             
    Agreement and the Loan Restructuring Agreement (including the             
    Promissory Note and the Guarantee) constitutes a connected                
    transaction for Swank under Chapter 14A of the Listing Rules.             
    The Shareholders Agreement and the Loan Restructuring Agreement           
    constitute special deals under Rule 25 of the Takeovers Code              
    and require consent from the Executive. Each of the Shareholders          
    Agreement and the Loan Restructuring Agreement (including the             
    Promissory Note and the Guarantee) is subject to the approval             
    of the Independent Shareholders at a general meeting by way of            
    poll. TIHL, SW Kingsway and their respective associates and               
    concert parties will abstain from voting on such resolution in            
    the EGM.                                                                  
                                                                              
    The Option Agreement                                                      
                                                                              
    As announced in the joint announcement of TIHL and Swank dated            
    29 December 2003, on 16 December 2003, Fortune Dynamic and TIHL           
    (as warrantor of Fortune Dynamic) entered into the Option                 
    Agreement with Rich Global. Fortune Dynamic, TIHL and Rich Global         
    entered into a conditional cancellation agreement on 20 January           
    2005 whereby it was provided that subject to Completion taking            
    place within 10 Business Days of the Long Stop Date, the Option           
    Agreement shall be cancelled on Completion and in consideration           
    of which Fortune Dynamic shall pay to Rich Global a sum of                
    HK$2,000,000 on receipt of the first instalment of the                    
    consideration by Probest as mentioned in the section headed "Sale         
    and Purchase Agreement" above. The said sum of HK$2,000,000 was           
    agreed between Fortune Dynamic and Rich Global as a matter of             
    commercial decision.                                                      
                                                                              
    4.      POSSIBLE CASH OFFER                                               
                                                                              
    Following and subject to Completion, the Offeror and