10:30     K. WAH INT'L<00173>&K. WAH CONS<00027>-Joint Ann & Resumed-3        

    (c)     there not having come to the attention of the Placing Agent at    
    any time prior to Completion (i) any material breach of, or any event     
    rendering untrue, incorrect or breached in any material respect,          
    any of the representations, warranties or undertakings referred to        
    in the Placing Agreement or (ii) any material breach of, or material      
    failure to perform, any of the other obligations of KWCM or the Vendor    
    which are required to be performed at or before Completion;               
                                                                              
    (d)     no occurrence of events of ``force majeure'' which might          
    prejudice materially the success of the Placing including (i) the         
    introduction or amendment of any laws which may effect the KWCM,          
    (ii) any event which adversely affect materially political, economic      
    or stock market conditions, or (iii) any deterioration in the             
    conditions of local or international securities markets; and              
                                                                              
    (e)     there being no moratorium, suspension or material restriction     
    on the trading in the securities of KWCM generally on the Stock           
    Exchange being suspended due to exceptional financial circumstances       
    or otherwise at any time prior to completion of the Placing;              
                                                                              
    The directors of KWCM are not aware of the occurrence of any of such      
    events at the date of this announcement.                                  
                                                                              
    Completion:                                                               
                                                                              
    Completion of the Placing is expected to take place on 26 April,          
    2005.                                                                     
                                                                              
    SUBSCRIPTION AGREEMENT --- SUMMARY OF KEY TERMS                           
                                                                              
    Parties:                                                                  
                                                                              
    (1) the Vendor as subscriber and (2) KWCM                                 
                                                                              
    Number of Subscription Shares:                                            
                                                                              
    KWCM will issue new Shares to the Vendor equal to the number of Placing   
    Shares that is an aggregate of 146,000,000 new Shares representing        
    approximately 11.3% of the existing issued share capital of KWCM          
    and approximately 10.1% of the issued share capital of KWCM as            
    enlarged by the issue of the Subscription Shares (assuming the            
    maximum of Subscription Shares are issued).                               
                                                                              
    Subscription Price:                                                       
                                                                              
    Same as the Placing Price of HK$8.00. Subject to the Subscription         
    being completed, KWCM will bear the costs and expenses in connection      
    with the Placing and the Subscription, which are estimated to be          
    approximately HK$31.2 million. Any interest earned by the Vendor          
    on the moneys raised by the Placing, between the date of completion       
    of the Placing and the date of completion of the Subscription, will       
    be paid to KWCM.                                                          
                                                                              
    Proceeds:                                                                 
                                                                              
    The estimated net proceeds from the Subscription will be                  
    approximately HK$1,136.8 million assuming all Subscription Shares         
    are issued.                                                               
                                                                              
    Conditions:                                                               
                                                                              
    The Subscription is conditional upon:                                     
                                                                              
    (a)     the Listing Committee of the Stock Exchange granting listing      
    of and permission to deal in the Subscription Shares; and                 
                                                                              
    (b)     completion of the Placing.                                        
                                                                              
    Application will be made to the Stock Exchange to grant the listing       
    of and permission to deal in the Subscription Shares. If the listing      
    of the Subscription Shares is not granted, the Subscription will          
    not proceed and KWCM will not receive any proceeds.                       
                                                                              
    Completion:                                                               
                                                                              
    Under Rule 14A.31(3)(d) of the Listing Rules, the Subscription            
    Agreement must be completed within 14 days from the date of the           
    Placing Agreement, that is, on or before 4 May, 2005, failing which       
    the Subscription shall cease and terminate.