09:32     MAGNUM INT'L<00305> - Announcement (1)                              

    The Stock Exchange of Hong Kong Limited takes no responsibility           
    for the contents of this announcement, makes no representation as         
    to its accuracy or completeness and expressly disclaims any               
    liability whatsoever for any loss howsoever arising from or in            
    reliance upon the whole or any part of the contents of this               
    announcement.                                                             
                                                                              
    Magnum International Holdings Limited                                     
    (Incorporated in Bermuda with limited liability)                          
                                                                              
    (Stock code: 305)                                                         
                                                                              
    DESPATCH OF THE CIRCULAR IN RELATION TO                                   
    CAPITAL REDUCTION AND                                                     
    INCREASE IN AUTHORISED SHARE CAPITAL                                      
    AND                                                                       
    SETTLEMENT OF SHAREHOLDER'S LOAN BY ENTERING                              
    INTO THE COMPROMISE DEED                                                  
    (SPECIAL DEAL AND CONNECTED TRANSACTION)                                  
    AND                                                                       
    SUBSCRIPTION OF CONVERTIBLE BOND BY                                       
    UNICHINA ENTERPRISES LIMITED BY                                           
    ENTERING INTO THE SUBSCRIPTION AGREEMENT                                  
    (CONNECTED TRANSACTION)                                                   
                                                                              
    The Directors announce that the circular containing detailed              
    information in relation to, among other things, (i) the Capital           
    Reduction; (ii) the increase in the authorised share capital of           
    the Company; (iii) the Compromise Deed; (iv) the Subscription             
    Agreement; (v) the letter from the Independent Board Committee in         
    respect of the Compromise Deed and the Subscription Agreement; (vi)       
    the letter of advice from Tai Fook, the independent financial             
    adviser to the Independent Board Committee in respect of the              
    Compromise Deed and the Subscription Agreement; and (vii) a notice        
    convening the SGM to be held on 24 June 2005 will be despatched           
    to the Shareholders on 20 May 2005.                                       
                                                                              
    The section headed ``8. Material changes since 31 December 2004''         
    in Appendix II to the Circular is reproduced below.                       
                                                                              
    Shareholders are advised to read the Circular, in particular the          
    letter from the Independent Board Committee and the letter of             
    advice from Tai Fook, the independent financial adviser to the            
    Independent Board Committee, before taking any action at the SGM.         
                                                                              
    DESPATCH OF CIRCULAR                                                      
                                                                              
    Reference is made to the joint announcements of the Company and           
    Unichina dated 8 April 2005, 28 April 2005 and 5 May 2005 (the            
    ``Announcements'') in relation to, among other things, the                
    possible change in control of the Company, the Capital Reduction,         
    the increase in authorised share capital of the Company, the              
    Compromise Deed and the Subscription Agreement. Unless the context        
    requires otherwise, terms used in this announcement shall have the        
    same meanings as those defined in the Announcements and the               
    Circular (as defined below).                                              
                                                                              
    The Directors announce that the circular (the ``Circular'')               
    containing detailed information in relation to, among other things,       
    (i) the Capital Reduction; (ii) the increase in the authorised            
    share capital of the Company; (iii) the Compromise Deed; (iv) the         
    Subscription Agreement; (v) the letter from the Independent Board         
    Committee in respect of the Compromise Deed and the Subscription          
    Agreement; (vi) the letter of advice from Tai Fook, the independent       
    financial adviser to the Independent Board Committee in respect           
    of the Compromise Deed and the Subscription Agreement; and (vii)          
    a notice convening the SGM to be held on 24 June 2005 will be             
    despatched to the Shareholders on 20 May 2005.                            
                                                                              
    MATERIAL CHANGES SINCE 31 DECEMBER 2004                                   
                                                                              
    Save as the following, the Directors are not aware of any material        
    changes in the financial or trading position or prospects of the          
    Group since 31 December 2004, the date to which the latest audited        
    consolidated financial statements of the Group were made up:              
                                                                              
    (a)   on 8 April 2005, the Company announced, among other things,         
    the entering into of the Compromise Deed and the Subscription             
    Agreement (details of which are set out in the paragraphs headed          
    ``IV. The Compromise Deed'' and ``V. The Subscription Agreement''         
    in the letter from the Board in the Circular);