10:56 TOMORROW INT'L<00760>&SWANK INT'L MFG<00663>-J.Ann&Resume-20 Swank in respect of the Offer, the Shareholders Agreement, the Agency Agreement and the Loan Restructuring Agreement (including the Promissory Note and the Guarantee), the advice of its independent financial adviser in respect of the Offer, the Shareholders Agreement, the Agency Agreement and the Loan Restructuring Agreement (including the Promissory Note and the Guarantee) and the notice convening the EGM will be despatched to the shareholders of Swank as soon as practicable. The Disposal and the Loan Restructuring Agreement constitute a major transaction for TIHL under Chapter 14 of the Listing Rules. A circular containing further details of the Disposal and the Loan Restructuring Agreement will be despatched to the shareholders of TIHL. Shareholders of and potential investors in TIHL should note that the Sale and Purchase Agreement is conditional upon the fulfillment or waiver of certain conditions. Shareholders of and potential investors in TIHL should therefore exercise extreme caution when dealing in the securities of TIHL. The Offer is a possibility only. Shareholders of and potential investors in Swank should therefore exercise extreme caution when dealing in its securities. Definitions "acting in concert" the meaning ascribed to it in the Takeovers Code "Agency Agreement" the agency agreement to be entered into between the Nominee and the Trading Company upon Completion pursuant to which the Trading Company will be engaged by the Nominee to provide agency services for the Nominee for sale of the Products to the Territory "associate" the meaning ascribed to it in the Listing Rules "Business Day" a day (other than Saturday or Sunday) on which commercial banks are generally open in Hong Kong for normal business "Completion" completion of the Sale and Purchase Agreement, upon the transfer of Sale Shares to the Offeror "Completion Date" Date of Completion "Continuing Connected the transaction contemplated under the Agency Agreement Transaction" "DBS Asia" DBS Asia Capital Limited, a deemed licensed corporation under the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) to conduct types 1, 4, 6 and 9 of the regulated activities and the financial adviser to the Offeror "Debt" the loan in the principal amount of HK$163,000,000 due and owing by Swank to Probest under the Existing Promissory Note "Deloitte" Deloitte & Touche Corporate Finance Limited, a company which is deemed licensed under the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) for the regulated activities of dealing in securities, advising on securities, advising on corporate finance and asset management, and the financial adviser to TIHL. "Disposal" disposal of the First Sale Shares by Probest pursuant to the Sale and Purchase Agreement "Effective Date" the date on which all the conditions