10:57 TOMORROW INT'L<00760>&SWANK INT'L MFG<00663>-J.Ann&Resume-22 "Offer" the possible mandatory unconditional cash offer to be made by DBS Asia, on behalf of the Offeror, on the terms and subject to the conditions referred to in this announcement and to be set out in the Offer Document to acquire all the issued Shares at approximately HK$0.03 per Share (other than those already owned or agreed to be acquired by the Offeror and parties acting in concert with it) that will be made following and subject to Completion "Offer Document" the document to be issued by or on behalf of the Offeror to the shareholders of Swank in accordance with the Takeovers Code containing, among other things, details of the Offer and the related acceptance and transfer forms "Offeror" China Time Investment Holdings Limited, a company incorporated in the British Virgin Islands with limited liability "Option Agreement" the option agreement dated 16 December 2003 entered into between Fortune Dynamic, TIHL and Rich Global whereby Fortune Dynamic agreed to grant to Rich Global an option to purchase 50% of the entire issued shares of Probest at the time of exercise of such option "PRC" People's Republic of China "Probest" Probest Holdings Inc., a company incorporated in the British Virgin Islands and a wholly-owned subsidiary of TIHL "Products" chemical products including phosphorus and related products "Profitown" Profitown Investment Corporation, a company incorporated in the British Virgin Islands and held as to 70% by Swank and as to 30% by Probest "Profitown/Swank Loan" the shareholder's loans and any other monies (including interest) due and owing by Profitown to Swank on completion of the Sale and Purchase Agreement, which amounted to the principal sum of approximately HK$112,167,732 as at the date hereof "Profitown Group" Profitown and its subsidiaries "Promissory Note" the promissory note to be issued by Profitown in favour of Probest pursuant to the Loan Restructuring Agreement "Remaining Debt" the balance of the Debt in such principal sum as is equivalent to the Profitown/Swank Loan "Rich Global" Rich Global Investments Limited, a company incorporated in the British Virgin Islands and a wholly-owned subsidiary of SW Kingsway "Sale and Purchase Agreement" the conditional agreement for the sale and purchase of the Sale Shares dated 20 January 2005 entered into between the Offeror, Probest, Rich Global, Kingsway Lion, TIHL and SW Kingsway "Sale Shares" the First Sale Shares, the Second Sale Shares and the Third Sale Shares "Second Sale Shares" 156,283,205 Shares, representing approximately 5% of the issued share capital of Swank as at the date of this announcement "SFC" the Securities and Futures Commission of Hong Kong