10:55     TOMORROW INT'L<00760>&SWANK INT'L MFG<00663>-J.Ann&Resume-18        

    Nominee in relation to the sale of the Products to the Territory.         
    With the establishment of the Trading Company engaging in the             
    new agency business upon Completion, the directors of Swank               
    believe that the Swank Group is able to leverage on Mr. Wang's            
    considerable experience in international trade in relation to             
    the Products and such new agency business to be conducted by              
    the Trading Company will supplement the Swank Group's existing            
    businesses.                                                               
                                                                              
    The transactions contemplated under the Agency Agreement                  
    constitute continuing connected transactions for Swank upon               
    Completion, which will be subject to approval of the Independent          
    Shareholders.                                                             
                                                                              
    Pursuant to the terms of the Agency Agreement, the fees payable           
    by the Nominee to the Trading Company will be 3% of the invoiced          
    amount of the Products sold by the Agent on behalf of the Nominee.        
    The Agency Agreement will commence from the date of Completion            
    and expire on 31 December 2007.                                           
                                                                              
    As the Trading Company will be wholly-owned by Swank and, upon            
    Completion, the Offeror will be the controlling shareholder of            
    Swank, the Nominee, being an associate of the Offeror, will               
    become a connected person of Swank under the Listing Rules upon           
    Completion. Transactions between the Offeror and the Swank Group          
    therefore constitute continuing connected transaction for Swank           
    under the Listing Rules and will be subject to reporting,                 
    announcement and independent shareholders' approval                       
    requirements under the Listing Rules.                                     
                                                                              
    The directors (including the independent non-executive                    
    directors) of Swank consider that the Continuing Connected                
    Transaction will be entered into in the usual and ordinary course         
    of businesses of the Swank Group, as the Swank Group seeks to             
    leverage Mr. Wang's considerable experience in international              
    trade in relation to the Products through the new agency business.        
    They also consider the terms of the Continuing Connected                  
    Transaction have been negotiated and will be conducted on an              
    arm's length basis between the Swank Group and the Offeror and            
    the Continuing Connected Transaction is on normal commercial              
    terms.                                                                    
                                                                              
    The directors (including the independent non-executive                    
    directors) of Swank are of the view that so far as the Independent        
    Shareholders are concerned, the Continuing Connected                      
    Transaction and the terms of the Agency Agreement are fair and            
    reasonable and in the best interests of the Swank Group and the           
    shareholders of Swank as a whole.                                         
                                                                              
    The directors of Swank propose that the annual cap amounts of             
    the agency fee to be received by the Trading Company under the            
    Continuing Connected Transaction will be HK$10 million for the            
    year ending 31 December 2005, HK$15 million for the year ending           
    31 December 2006 and HK$20 million for the year ending 31 December        
    2007. The above cap amounts have been determined with reference           
    to the sales target, based on Mr. Wang's considerable                     
    international trading experience and the Offeror's goal of                
    doubling the turnover of the new agency business in two years             
    to further supplement Swank's existing businesses, to be                  
    generated by the Trading Company.                                         
                                                                              
    The Trading Company is to be headquartered in Hong Kong and will          
    likely recruit several experienced staff. Mr. Li Wei, one of              
    the directors of the Offeror with extensive international                 
    business experience, is expected to spend considerable amount             
    of time in Hong Kong as one of the directors of the Trading               
    Company.                                                                  
                                                                              
    Trading Business