10:54     TOMORROW INT'L<00760>&SWANK INT'L MFG<00663>-J.Ann&Resume-13        

    parties acting in concert with it will own approximately 60%              
    of the entire issued share capital of Swank (assuming that                
    Swank's issued share capital remains unchanged from that as at            
    the date of this announcement). As a result thereof, the Offeror          
    will be obliged under Rule 26 of the Takeovers Code to make a             
    mandatory unconditional cash offer for all the issued Shares              
    (other than those already owned by the Offeror and parties acting         
    in concert with it). Swank has no outstanding convertible                 
    securities, warrants or options as at the date of this                    
    announcement.                                                             
                                                                              
    The Vendors, TIHL and SW Kingsway are parties acting in concert           
    with the Offeror. The Offer will not be extended to Probest and           
    Rich Global. All Sale Shares and Offer Shares will be pledged             
    to Kingsway Group.                                                        
                                                                              
    As at the date of this announcement, neither the Offeror nor              
    any parties acting in concert with it, apart from the Vendors             
    and their concert parties, owns any Shares or any other                   
    securities convertible into Shares, including warrants, options           
    or subscription rights. Other than by entering into the Sale              
    and Purchase Agreement and the on-market sale of an aggregate             
    of 2,500,000 Shares by a company controlled by Mr. Ko Kam Chuen,          
    Stanley, an independent non-executive director of SW Kingsway             
    who had no knowledge of, and did not participate in any part              
    of this transaction, on 5 January 2005 (1,700,000 shares sold)            
    and 6 January 2005 (800,000 shares sold) at a sale price of               
    HK$0.061 per Share, neither the Offeror nor any parties acting            
    in concert (including the Vendors and their concert parties)              
    with it has dealt in any Shares or any other securities                   
    convertible into Shares, including warrants, options or                   
    subscription rights, during the six months prior to the date              
    of this announcement.                                                     
                                                                              
    No shareholder of Swank has undertaken with the Offeror to accept         
    the Offer. There are no persons having any arrangement of the             
    kind referred to in the third paragraph of Note 8 to Rule 22              
    of the Takeovers Code with the Offeror, Swank or any of their             
    respective associates (as defined in the Takeovers Code). The             
    Offer, if made, will be unconditional.                                    
                                                                              
    Terms of the Offer                                                        
                                                                              
    Subject to Completion, DBS Asia will, on behalf of the Offeror,           
    make the Offer, which will be subject to the conditions and               
    further terms referred to in this announcement and to be set              
    out in the Offer Document when issued, on the following basis:            
                                                                              
    For each Share  HK$0.03 in cash                                           
                                                                              
    The offer price per Share represents:                                     
                                                                              
    (a)     a discount of approximately 52.4% to the closing price of         
    Shares on the Stock Exchange of HK$0.063 per Share, being the             
    closing price of the Shares as quoted on the Stock Exchange on            
    20 January 2005 (being the last trading day immediately prior             
    to the suspension of trading in Shares on 21 January 2005);               
                                                                              
    (b) a discount of approximately 52.4 % to the average closing             
    price of Shares on the Stock Exchange of HK$0.063 per Share for           
    the 10 trading days up to and including 20 January 2005 (being            
    the last trading day prior to the suspension of trading in Shares         
    on 21 January 2005).                                                      
                                                                              
    Given the net liability financial position of Swank as in the             
    latest published financial results, the relative                          
    premium/discount of the offer price per Share to Swank's net              
    asset value ("NAV") per Share is not applicable.*                         
                                                                              
    *       According to Swank's 2004 interim report, Swank had