10:31     K. WAH INT'L<00173>&K. WAH CONS<00027>-Joint Ann & Resumed-5        

    REASON FOR, BENEFITS OF, AND USE OF PROCEEDS FROM THE PLACING AND         
    SUBSCRIPTION                                                              
                                                                              
    The purpose of the Placing and Subscription is to raise capital for       
    the purposes of funding the Acquisition details of which were set         
    out in the joint announcement of KWIH and KWCM dated 18 April, 2005.      
    The net proceeds of the Subscription are estimated to be                  
    approximately HK$1,136.8 million. If the Acquisition does not             
    complete, the net proceeds will be used for general working capital       
    of KWCM. Following the share placement, the indirect shareholding         
    of KWIH in KWCM will be reduced to approximately 59.1%.                   
                                                                              
    KWCM has not undertaken any equity fund raising exercise over the         
    past 12 months. In view of the current market conditions the Directors    
    of KWCM consider that the Placing and Subscription represent a good       
    opportunity to raise capital to fund the Acquisition while at the         
    same time broadening KWCM's shareholder base and public float.            
                                                                              
    MARKET PRICE OF SHARES                                                    
                                                                              
    The closing price of the Share on the Last Dealing Date was HK$8.55.      
                                                                              
    Trading in the shares of KWIH and the shares of KWCM on the Stock         
    Exchange was suspended at the request of KWIH and KWCM with effect        
    from 9:30 a.m. on 21 April, 2005 pending the release of this              
    announcement. KWIH and KWCM respectively have applied for a               
    resumption of trading in the shares of KWIH and the shares of KWCM        
    with effect from 9:30 a.m. on 22 April, 2005.                             
                                                                              
    DEFINITIONS                                                               
                                                                              
    The following terms are used in this announcement with the meanings       
    set opposite them:                                                        
                                                                              
    ``Acquisition''                                                           
                                                                              
    the proposed acquisition of the Galaxy Equity Interest by KWCM            
    (through its wholly-owned subsidiary, Canton Treasure) pursuant to        
    the Acquisition Agreement;                                                
                                                                              
    ``Acquisition Agreement''                                                 
                                                                              
    an Acquisition Agreement dated 14 March, 2005 among City Lion Profits     
    Corp., Netfinity Assets Corporation, Recurrent Profits Limited,           
    Hugo Legend Asia Corporation Limited, Brightwealth Investments            
    Limited and Future Leader Management Limited, Canton Treasure and         
    KWCM, in relation to, inter alia, the Acquisition, as amended;            
                                                                              
    ``Canton Treasure''                                                       
                                                                              
    Canton Treasure Group Ltd., a company incorporated in the British         
    Virgin Islands and wholly-owned by KWCM;                                  
                                                                              
    ``City Lion''                                                             
                                                                              
    City Lion Profits Corp., a company incorporated in the British Virgin     
    Islands and wholly owned by the Principal Trust;                          
                                                                              
    ``Dr. Lui''                                                               
                                                                              
    Dr. Lui Che Woo, a director of KWIH and of KWCM;                          
                                                                              
    ``Family Companies''                                                      
                                                                              
    City Lion, Netfinity and Recurrent Profits;                               
                                                                              
    ``Galaxy Equity Interest''                                                
                                                                              
    838,719 shares in Galaxy representing 97.9% of the economic interest      
    and 88.1% of the voting rights in Galaxy;                                 
                                                                              
    ``Independent Third Party''                                               
                                                                              
    --- in respect of KWIH, a person who and whose ultimate beneficial        
    owner, to the best knowledge, information and belief of the directors     
    of KWIH having made all reasonable enquiries, is a third party            
    independent of and not connected with KWIH, the Family Companies,         
    or any connected persons of KWIH and not being a party acting in          
    concert with KWCM, Dr. Lui or their respective associates with            
    respect to KWIH for the purpose of the Takeovers Code; and