Brockman Mining Limited — Capital/Financing Update 2005

May 11, 2005

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.

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**WONG’S INTERNATIONAL (HOLDINGS) LIMITED ***

(Incorporated in Bermuda with limited liability)

(Stock Code: 99)

DISCLOSEABLE TRANSACTION

On 22 April 2005, Season, a wholly owned subsidiary of the Company, entered into a repurchase agreement with TWL whereby Season agrees to sell, and TWL agrees to repurchase, 2,550,000 shares in TWL (equivalent to 30% of the issued share capital of TWL) held by Season. The consideration for the sale, which amounts to HK$9,250,000, will be payable in cash in full on completion.

THE REPURCHASE AGREEMENT

On 22 April 2005, Season, a wholly owned subsidiary of the Company, entered into a repurchase agreement with TWL whereby Season agrees to sell, and TWL agrees to repurchase, 2,550,000 shares in TWL (equivalent to 30% of the issued share capital of TWL) held by Season. The consideration for the sale, which amounts to HK$9,250,000, will be payable in cash in full on completion.

Pursuant to the Repurchase Agreement, completion shall take place as soon as possible after signing of the Repurchase Agreement but in any event on or before 30 June 2005, unless extended by the parties in writing.

INFORMATION ON TWL AND TOMIYAMA

TWL was established in 1995 as a 70:30 joint venture of Tomiyama and the Group. TWL and Tomiyama are principally engaged in the business of metal stamping and wire harness cable assemblies for the end products of copiers, fax machines, scanners as well as desktop computers.

For the year ended 31 March 2003, the audited turnover, profit before taxation and profit after taxation of TWL were HK$198,825,000, HK$7,306,000 and HK$6,498,000, respectively. For the year ended 31 March 2004, the audited turnover, profit before taxation and profit after taxation of TWL were HK$229,498,000, HK$10,993,000 and HK$9,357,000, respectively. Based on the audited balance sheet of TWL as at 31 March 2004, both the audited net tangible assets and net asset value of TWL amounted to HK$41,334,000.

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The Directors confirm that, to the best of their knowledge, information and belief having made all reasonable enquiry, Tomiyama and its ultimate beneficial owner are third parties independent of and not connected with the Company and its connected persons (as defined in the Listing Rules).

REASONS FOR ENTERING INTO THE REPURCHASE AGREEMENT

The consideration was agreed by the parties after arm’s length negotiations by reference to the net book value of the Group’s interest in TWL. For the purposes of this transaction, the Company has retained an independent valuation firm to opine on the fair market value of the 30% equity interest in TWL, based on (a) the prospective and historical price-earning ratios of TWL; (b) the net asset value of TWL; (c) a comparison with price-earning ratios of Hong Kong listed companies which are primarily engaged in the manufacture and distribution of metal parts and components of office equipment on an OEM/ODM basis; (d) a lack-ofmarketability discount to reflect that TWL is unlisted; and (e) a discount to reflect that the disposal is in respect of a minority stake. The Directors note that the consideration is within the range of the valuation set out in the valuation report.

The Directors believe that the terms of the Repurchase Agreement are fair and reasonable and in the interests of the Company and its shareholders as a whole, taking into account the following factors:

• (i) The investment in TWL is a non-core business of the Group. The disposal will enable the Group to focus its management resources on the core business of the Group.

• (ii) The costs of raw materials used by TWL (mainly cold raw steel) have remained high for a prolonged period of time. The profit margin of the manufacturing business of TWL is thin and its results are likely to be adversely affected if the costs of raw materials increase further.

• (iii) The Group’s interest in TWL is a minority interest in an unlisted company. The disposal represents a good opportunity for the Company to realize its interest in TWL.

It is currently expected that the net proceeds generated from the disposal will be utilized for repaying bank loans and/or for the general working capital of the Group.

FINANCIAL EFFECTS OF THE TRANSACTION

Immediately prior to the entering of the Repurchase Agreement, TWL was a 30% owned associate of the Group. After completion of the Repurchase Agreement, the Group will cease to have any interest in TWL and TWL will become a wholly owned subsidiary of Tomiyama.

The total capital injection paid by the Group in respect of its interest in TWL amounted to HK$2,550,000. The net asset value of the Group’s 30% interest in TWL, as reflected in the audited consolidated balance sheet of the Group as at 31 December 2004, amounted to HK$15,514,000. Accordingly, completion of the Repurchase Agreement is expected to result in a loss on disposal in the amount of approximately HK$6,264,000.

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GENERAL

The Group is principally engaged in the development, manufacture, marketing and distribution of electronic products, including micro-computers, telecommunication equipment, broadband communication products, internet appliances, wireless communication or networking equipment and other electronic products.

The entering into of the Repurchase Agreement constitutes a discloseable transaction of the Company under Chapter 14 of the Listing Rules. The Company will send a circular to shareholders within 21 days after the publication of this announcement, setting out the details of the Repurchase Agreement and other information prescribed by the Listing Rules.

DEFINITIONS

“Board”	the board of directors of the Company
“Company”	Wong’s International (Holdings) Limited, a company incorporated
	in Bermuda with limited liability whose shares are listed on the main
	board of the Stock Exchange
“Season”	Season Industries Limited, a company incorporated in Hong Kong
	with limited liability and a wholly owned subsidiary of the Company
“Directors”	the directors of the Company
“Group”	the Company and its subsidiaries
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong
“Listing Rules”	the Rules Governing the Listing of Securities on the Stock Exchange
“Repurchase	the agreement between Season and TWL dated 22 April 2005
Agreement”	whereby Season agrees to sell, and TWL agrees to repurchase,
	2,550,000 shares in TWL (equivalent to 30% of the issued share
	capital of TWL) held by Season
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Tomiyama”	Hong Kong Tomiyama Limited, a company incorporated in Hong
	Kong with limited liability and a third party independent of and not
	connected with the Company and its connected persons (as defined
	in the Listing Rules)
“TWL”	Tomiyama Wong Limited, a company incorporated in Hong Kong
	with limited liability and a 70:30 joint venture between Tomiyama
	and the Group prior to the entering into of the Repurchase
	Agreement

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As at the date of this announcement, the Directors of the Company are as follows:

Executive Directors:

Mr. Wong Chung Mat, Ben (Chairman), Mr. Wong Chung Ah, Johnny, Mr. Chan Tsze Wah, Gabriel, Mr. Chan Wing Kwong, Paulus, Mr. Tan Chang On, Lawrence and Mr. Wan Man Keung

Independent Non-executive Directors:

Dr. Li Ka Cheung, Eric, G.B.S., O.B.E., J.P., Dr. Yu Sun Say, S.B.S., J.P. and Mr. Alfred Donald Yap, J.P.

By order of the Board Chan Tsze Wah, Gabriel Executive Director and Company Secretary

Hong Kong, 11 May 2005

• For identification purpose only

Please also refer to the published version of this announcement in South China Morning Post.

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