10:29     K. WAH INT'L<00173>&K. WAH CONS<00027>-Joint Ann & Resumed-2        

    Number of Placing Shares:                                                 
                                                                              
    146,000,000 existing Shares to be sold by the Vendor representing         
    the maximum amount that appeared permissible under Rule 13.36 of          
    the Listing Rules insofar as KWIH is concerned based on uncertainties     
    at the time the Placing was arranged and approximately 11.3% of the       
    existing issued share capital of KWCM and approximately 10.1% of          
    the issued capital of KWCM as enlarged by the issue of 146,000,000        
    new Shares in the Subscription (assuming all Placing Shares are           
    placed). The Placing was not underwritten and was on a ``best             
    efforts'' basis.                                                          
                                                                              
    Placing price:                                                            
                                                                              
    The Placing Price of HK$8.00 represents (i) a discount of                 
    approximately 6.4% to the closing price of HK$8.55 per Share as quoted    
    on the Stock Exchange on the Last Dealing Date; and (ii) a discount       
    of approximately 4.9% to the average closing price of approximately       
    HK$8.41 per Share quoted on the Stock Exchange for the 5 trading          
    days immediately before and including the Last Dealing Date and           
    approximately 3.3% to the average closing price of approximately          
    HK$8.27 per Share as quoted on the Stock Exchange for the 10 trading      
    days immediately before and including the Last Dealing Date.              
                                                                              
    After deduction of estimated expenses the proceeds per Placing Share      
    are expected to be HK$7.7862.                                             
                                                                              
    Placing Agent:                                                            
                                                                              
    UBS AG, which is an Independent Third Party. The Placing Agent will       
    receive a placement commission of 2.5% on the gross proceeds of the       
    Placing.                                                                  
                                                                              
    Placees:                                                                  
                                                                              
    The Placing Shares were placed to more than six Independent Third         
    Parties. The Board does not expect any placee will become a               
    substantial shareholder (as defined in the Listing Rules) of KWCM         
    as a result of the Placing.                                               
                                                                              
    Lock-up:                                                                  
                                                                              
    Each of the Vendor and KWIH has undertaken to the Placing Agent that      
    (except for (i) the sale of the Placing Shares pursuant to the Placing    
    Agreement and (ii) any Shares to be sold by or through the Placing        
    Agent to restore the public float of KWCM) from the date of the Placing   
    Agreement up to and including the date on which the extraordinary         
    general meeting of KWCM is convened for the purpose, among other          
    things, of approving the Acquisition), it will not and will procure       
    that none of its nominees, companies controlled by it or trusts           
    associated with it will not (a) transfer or dispose of any Shares         
    or any securities convertible into such Shares or similar interest        
    or (b) enter into any swap or similar agreement that transfers the        
    ownership of such Shares, or (c) announce any intention to enter          
    into or effect any such transaction described in (a) or (b) above.        
                                                                              
    KWCM has undertaken to the Placing Agent that except for (i) the          
    new Shares to be allotted and issued under the Subscription Agreement     
    (ii) any new Shares to be issued pursuant to the existing employee        
    share options (iii) any Shares granted to shareholders in lieu of         
    a dividend (iv) any new Shares to be allotted and issued pursuant         
    to the Acquisition Agreement and (v) any new Shares to be allotted        
    and issued through the Placing Agent to restore the public float          
    of KWCM) from the date of the Placing Agreement up to and including       
    the date on which the extraordinary general meeting of KWCM is            
    convened for the purpose, among other things, of approving the            
    Acquisition, it will not (a) allot or issue any Shares or any             
    securities convertible into Shares or similar interest or (b) agree       
    to enter into or effect any such transaction with the same economic       
    effect as any of the transaction described in (a) above or (c)            
    announce any intention to enter into or effect any such transaction       
    described in (a) or (b) above.                                            
                                                                              
    Conditions Precedent:                                                     
                                                                              
    Completion of the Placing is subject to certain conditions,               
    including:                                                                
                                                                              
    (a)     the Subscription Agreement having been entered into and it not    
    having been revoked ,terminated or modified;                              
                                                                              
    (b)     the Acquisition Agreement not having been revoked, terminated     
    or modified prior to Completion;