09:18     WONSON INT'L<00651>-Announcement&Resumption of Trading(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.               
                                                                              
    WONSON INTERNATIONAL HOLDINGS LIMITED                                     
    (Incorporated in Bermuda with limited liability)                          
    (Stock Code: 651)                                                         
                                                                              
    PLACING OF NEW SHARES,                                                    
    PROPOSED REORGANISATION OF SHARE CAPITAL                                  
    AND                                                                       
    RESUMPTION OF TRADING                                                     
                                                                              
    PLACING AGENT                                                             
    KINGSTON SECURITIES LIMITED                                               
                                                                              
    On 24 May, 2005, the Company entered into the Terminated Placing          
    Agreement with Kingston pursuant to which the Company has                 
    conditionally agreed to place shares of the Company, through its          
    placing agent, Kingston, on a fully underwritten basis. The               
    Terminated Placing Agreement was terminated by the parties on 27th        
    May, 2005 to be replaced by a new Placing Agreement entered into          
    between the Company and Kingston on 27th May, 2005, pursuant to which     
    the Company has conditionally agreed to place, through Kingston, up       
    to 150,000,000 Placing Shares, on a best efforts basis.                   
                                                                              
    The Placing Shares (on the basis that they are equivalent to              
    3,000,000,000 Shares prior to the Capital Reorganisation becoming         
    effective) represent (i) approximately 33.86% of the existing issued      
    share capital of the Company of 8,860,906,389 Shares; (ii)                
    approximately 25.29% of the Company's issued share capital as             
    enlarged by the Placing Shares. The net proceeds from the Placing is      
    approximately HK$39 million and will be used for general working          
    capital of the Company.                                                   
                                                                              
     The placing price of HK$0.27 per                                         
    Placing Share (on the basis that it is equivalent to HK$0.0135 per        
    Share prior to the Capital Reorganisation becoming effective)             
    represents (i) a discount of approximately 15.63% to the closing          
    price of HK$0.016 per Share quoted on the Stock Exchange on 23rd May,     
    2005 the day prior to the suspension of trading in the Shares; and        
    (ii) a discount of approximately 18.67% to the average closing price      
    of approximately HK$0.0166 per Share as quoted on the Stock Exchange      
    for the last five full trading days on which trading in the Shares        
    was not suspended immediately before the date of suspension of            
    trading in the Shares.                                                    
                                                                              
    The Placing is conditional upon (i) the Capital Reorganisation            
    becoming effective; (ii) the passing of the relevant resolution at        
    the SGM by the Shareholders to approve the issue of the Placing           
    Shares pursuant to the Placing Agreement; (iii) the Stock Exchange        
    granting listing of and permission to deal in the Placing Shares and      
    (iv) the obligations of Kingston becoming unconditional and not being     
    terminated in accordance with the terms of the Placing Agreement,         
    including the provisions in relation to the force majeure event.          
                                                                              
    The Placing is subject to termination on the occurrence of, amongst       
    other things, any event of force majeure (which include events set        
    out in more detail below) at or before 10:00 a.m. on the completion       
    date of the Placing.                                                      
                                                                              
    The Company also intends to put forward for approval by the               
    Shareholders at the SGM the Capital Reorganisation pursuant to            
    which:-                                                                   
                                                                              
    (i)                                                                       
    every twenty (20) Shares in the issued and unissued ordinary share        
    capital of the Company will be consolidated into one (1) Consolidated     
    Share of HK$0.20;                                                         
                                                                              
    (ii)                                                                      
    every issued and unissued Consolidated Shares of the Company will be      
    reduced in nominal amount by canceling HK$0.19 of the capital paid up     
    for each issued Consolidated Share and by reducing the nominal amount     
    of the authorised but unissued Consolidated Shares from HK$0.2 to         
    HK$0.01 each so as to form (after the Share Consolidation) one            
    Reorganised Share of HK$0.01 each; and                                    
                                                                              
    (iii)                                                                     
    the credit arising from the Capital Reorganisation will be                
    transferred to the contributed surplus account of the Company.            
                                                                              
                                                                              
    Upon the Capital Reroganisation becoming effective, the existing          
    board lot of 2,000 Shares will be changed to board lot of 10,000          
    Reorganised Shares.                                                       
                                                                              
    At the request of the Company, trading in the Shares on the Stock