Design Capital Limited — M&A Activity 2005

Jul 5, 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.

This announcement appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities of China Time Investment Holdings Limited and Swank International Manufacturing Company Limited.

SWANK INTERNATIONAL

MANUFACTURING COMPANY LIMITED

CHINA TIME INVESTMENT

HOLDINGS LIMITED

(incorporated in Hong Kong with limited liability) (incorporated in the British Virgin Islands with limited liability) (stock code: 663)

CLOSING OF THE OFFER

UNCONDITIONAL MANDATORY CASH OFFER BY

ON BEHALF OF CHINA TIME INVESTMENT HOLDINGS LIMITED TO ACQUIRE ALL THE ISSUED SHARES OF HK$0.01 EACH IN THE SHARE CAPITAL OF SWANK INTERNATIONAL MANUFACTURING COMPANY LIMITED

(stock code: 663)

(OTHER THAN THOSE SHARES ALREADY OWNED BY THE OFFEROR AND PARTIES ACTING IN CONCERT WITH IT)

CHANGE OF DIRECTORS RESIGNATION OF MEMBERS OF THE AUDIT COMMITTEE CHANGE OF REGISTERED OFFICE

Financial adviser to the Offeror

– 1 –

CLOSING OF THE OFFER

The board of directors of the Offeror announces that the Offer closed at 4:00 p.m. on 4 July 2005.

ACCEPTANCE LEVEL OF THE OFFER

Up to 4:00 p.m. on 4 July 2005, valid acceptances have been received under the Offer in respect of 162,035 Shares (representing approximately 0.01% of the entire issued share capital of Swank as at the date of this announcement).

TRANSFER OF THE SHARES

Among the valid acceptances of 162,035 Shares received under the Offer up to 4:00 p.m. on 4 July 2005, legal title of an aggregate of 2,000 Shares were duly transferred to the Offeror on or before 4 July 2005. Taking into account the transfer of the said 2,000 Shares, the Offeror and parties acting in concert with it together own 2,187,325,230 Shares, representing approximately 70% of the issued share capital of Swank as at the date of this announcement. Legal title of the remaining 160,035 Shares, of which valid acceptances were received from 28 June 2005 and up to 4:00 p.m. on 4 July 2005, will be transferred to the Offeror on or before 8 July 2005.

SHAREHOLDING AND DEALINGS BY THE OFFEROR AND PARTIES ACTING IN CONCERT WITH IT DURING THE OFFER PERIOD

As at the date of the Announcement, (i) the Offeror did not hold any Shares; and (ii) the parties acting in concert with the Offeror held an aggregate of 2,187,323,230 Shares, representing approximately 70% of the issued share capital of Swank.

Other than by entering into the Sale and Purchase Agreement, the Supplemental Agreement and the transactions contemplated thereunder and the Offer, and the on-market sale of an aggregate of 2,500,000 Shares by a company controlled by Mr. Ko Kam Chuen, Stanley, an independent non-executive director of SW Kingsway who had no knowledge of, and did not participate in any part of, the transactions contemplated under the Sale and Purchase Agreement, on 5 January 2005 (1,700,000 shares sold) and 6 January 2005 (800,000 shares sold) at a sale price of HK$0.061 per Share, the Offeror and its concert parties (including the directors of the Offeror) have not dealt in any Shares or any other securities in Swank during the period commencing six months before the date of the Announcement and ending on the commencement of the Offer.

Save for the transfers of Shares in respect of the valid acceptances, the Offeror and parties acting in concert with it have not dealt in any Shares, throughout the period between the date of the commencement of the Offer up to the date of this announcement.

As at the date of this announcement, (i) the Offeror held 1,874,919,645 Shares (representing approximately 60% of the issued share capital of Swank); (ii) the Offeror, together with parties acting in concert with it, held an aggregate of 2,187,325,230 Shares, representing approximately 70% of the issued share capital of Swank; (iii) save as disclosed in points (i) and (ii) above, the Offeror and parties acting in concert with it did not own, control or direct any Shares or other securities in Swank; and (iv) there was no arrangement (whether by way of option, indemnity or otherwise) other than those disclosed in the Offer Document and the Response Document in relation to the Shares which might be material to the Offer.

After taking into account the valid acceptances of 162,035 Shares received up to 4:00 p.m. on 4 July 2005 including valid acceptances of 160,035 Shares legal titles of which will be transferred to the Offeror on or before 8 July 2005, the Offeror and parties acting in concert with it together own 2,187,485,265 Shares (representing approximately 70% of the entire issued share capital of Swank as at the date of this announcement).

PUBLIC FLOAT

Upon completion of the transfers of legal title to the Offeror in respect of the 162,035 Shares accepted under the Offer, the Offeror and parties acting in concert with it will be interested in an aggregate of 2,187,485,265 Shares, representing approximately 70% of the issued share capital of Swank and approximately 30% interest in Swank will be held by the public.

CHANGE OF DIRECTORS

With effect from 5 July 2005, Mr. Yau Tak Wah, Paul, Ms. Louie Mei Po, Ms. Wong Shin Ling, Irene, Mr. Tam Wing Kin and Mr. Cheung Wah Hing will cease to be executive directors of Swank. Mr. Hahn Ka Fai, Mark, Miss Shum Wai Ting, Rebecca and Mr. Wu Wang Li will cease to be independent non-executive directors of Swank. Mr. Wang, Mr. Zhao Jun, Mr. Li Wei and Ms. Zhou Jing has been appointed executive directors and Mr. Sammy Tze Kit Choi and Mr. Wu Bin has been appointed independent non-executive directors of Swank with effect from 5 July 2005.

RESIGNATION OF MEMBERS OF THE AUDIT COMMITTEE

Mr. Hahn Ka Fai, Mark, Miss Shum Wai Ting, Rebecca and Mr. Wu Wang Li will cease to be members of the audit committee with effect from 5 July 2005. Swank will appoint suitable candidates to fill the vacancies as soon as possible.

CHANGE OF REGISTERED OFFICE

The registered office of Swank will be changed to Suite 1102, 11/F., ICBC Tower, 3 Garden Road, Hong Kong with effect from 5 July 2005.

– 2 –

References were made to the Announcement, the Offer Document and Response Document.

CLOSING OF THE OFFER

The board of directors of the Offeror announces that the Offer closed at 4:00 p.m. on 4 July 2005.

ACCEPTANCE LEVEL OF THE OFFER

Up to 4:00 p.m. on 4 July 2005, valid acceptances have been received under the Offer in respect of 162,035 Shares (representing approximately 0.01% of the entire issued share capital of Swank as at the date of this announcement).

TRANSFER OF THE SHARES

In respect of the Shares

• Among the valid acceptances of 162,035 Shares up to 4:00 p.m. on 4 July 2005 as disclosed under the section headed “Acceptance level of the Offer” above:–

• valid acceptances in respect of 2,000 Shares were received on 20 June 2005, and legal titles of which were duly transferred to the Offeror on 24 June 2005;

• valid acceptances in respect of 160,035 Shares were received between 28 June 2005 and 4 July 2005, and legal titles of which will be transferred to the Offeror on or before 8 July 2005.

After the legal titles of an aggregate of 2,000 Shares transferred to the Offeror up to the date of this announcement, the Offeror and parties acting in concert with it together own 2,187,325,230 Shares, representing approximately 70% of the issued share capital of Swank as at the date of this announcement.

Upon completion of the transfer of legal titles of the remaining 160,035 Shares to the Offeror on or before 8 July 2005, the Offeror and parties acting in concert with it together will own 2,187,485,265 Shares, representing approximately 70% of the issued share capital of Swank as at the date of this announcement.

SHAREHOLDING AND DEALINGS BY THE OFFEROR AND PARTIES ACTING IN CONCERT WITH IT DURING THE OFFER PERIOD

• (i) Shareholding by the Offeror and parties acting in concert with it in Swank as at the date of the Announcement

As at the date of the Announcement, (i) the Offeror did not hold any Shares; and (ii) the parties acting in concert with the Offeror held an aggregate of 2,187,323,230 Shares, representing approximately 70% of the issued share capital of Swank.

• (ii) Dealings by the Offeror and parties acting in concert with it in the Shares between the date of the Announcement and the date of this announcement

Other than by entering into the Sale and Purchase Agreement, the Supplemental Agreement and the transactions contemplated thereunder and the Offer, and the on-market sale of an aggregate of 2,500,000 Shares by a company controlled by Mr. Ko Kam Chuen, Stanley, an independent non-executive director of SW Kingsway who had no knowledge of, and did not participate in any part of, the transactions contemplated under the Sale and Purchase Agreement, on 5 January 2005 (1,700,000 shares sold) and 6 January 2005 (800,000 shares sold) at a sale price of HK$0.061 per Share, the Offeror and its concert parties (including the directors of the Offeror) have not dealt in any Shares or any other security in respect of the Shares during the period commencing six months before the date of the Announcement and ending on the commencement of the Offer.

Save for the transfers of Shares in respect of the valid acceptances, the Offeror and parties acting in concert with it have not dealt in any Shares, throughout the period between the date of the commencement of the Offer up to the date of this announcement.

• (iii) Shareholding by the Offeror and parties acting in concert with it in Swank as at the date of this announcement

As at the date of this announcement, (i) the Offeror held 1,874,919,645 Shares (representing approximately 60% of the issued share capital of Swank); (ii) the Offeror, together with parties acting in concert with it, held an aggregate of 2,187,325,230 Shares, representing approximately 70% of the issued share capital of Swank; (iii) save as disclosed in points (i) and (ii) above, the Offeror and parties acting in concert with it did not own, control or direct any Shares or other securities in Swank; and (iv) there was no arrangement (whether by way of option, indemnity or otherwise) in relation to the Shares which might be material to the Offer other than those disclosed in the Offer Document and the Response Document.

– 3 –

After taking into account the valid acceptances of 162,035 Shares received up to 4:00 p.m. on 4 July 2005 including valid acceptances of 160,035 Shares, legal titles of which will be transferred to the Offeror on or before 8 July 2005, the Offeror and parties acting in concert with it together own 2,187,485,265 Shares (representing approximately 70% of the entire issued share capital of Swank as at the date of this announcement).

The following table shows the shareholding structure of Swank (i) as at the date of the Announcement; (ii) as at the date of this announcement; (iii) assuming those Shares, of which valid acceptances under the Offer have been received as at 4:00 p.m. on 4 July 2005 but legal titles not yet transferred to the Offeror, are transferred to the Offeror as at the date of this announcement.

					(iii) Assuming those Shares, ofwhich valid acceptances underthe Offer have been received asat 4:00 p.m. on 4 July 2005 butlegal titles not yet transferred tothe Offeror, are transferreddateto the Offeror as at the datecementof this announcement%Number of Shares%601,875,079,680605156,202,79055156,202,79550.01358,4000.0129.99937,019,06929.991003,124,862,734100	(iii) Assuming those Shares, ofwhich valid acceptances underthe Offer have been received asat 4:00 p.m. on 4 July 2005 butlegal titles not yet transferred tothe Offeror, are transferreddateto the Offeror as at the datecementof this announcement%Number of Shares%601,875,079,680605156,202,79055156,202,79550.01358,4000.0129.99937,019,06929.991003,124,862,734100
	The OfferorTIHL and its concert partiesSW Kingsway and its concert partiesMr. Cheung Wah HingPublic shareholdersTotal	(i) As at the dthe AnnouncNumber of Shares–1,593,599,230593,724,000358,400937,181,1043,124,862,734	ate ofement% –51190.0129.99100	(ii) As at theof this announNumber of Shares1,874,919,645156,202,790156,202,795358,400937,179,1043,124,862,734	at 4:00 p.m. on 4 Julylegal titles not yet tranthe Offeror, are trandateto the Offeror as at tcementof this announce%Number of Shares601,875,079,6805156,202,7905156,202,7950.01358,40029.99937,019,0691003,124,862,734
						100

PUBLIC FLOAT

Upon completion of the transfers of legal titles to the Offeror in respect of the 160,035 Shares accepted under the Offer, the Offeror and parties acting in concert with it will be interested in an aggregate of 2,187,485,265 Shares, representing approximately 70% of the issued share capital of Swank and approximately 30% interest in Swank will be held by the public.

CHANGE OF DIRECTORS

With effect from 5 July 2005, Mr. Yau Tak Wah, Paul, Ms. Louie Mei Po, Ms. Wong Shin Ling, Irene, Mr. Tam Wing Kin and Mr. Cheung Wah Hing will cease to be executive directors of Swank. Mr. Hahn Ka Fai, Mark, Miss Shum Wai Ting, Rebecca and Mr. Wu Wang Li will cease to be independent non-executive directors of Swank. Mr. Tam Wing Kin will remain as the qualified accountant and company secretary of Swank. The above Directors confirmed that there is no matter relating to their resignations that should be brought to the attention of the Shareholders.

– 4 –

Mr. Wang, Mr. Zhao Jun, Mr. Li Wei and Ms. Zhou Jing have been appointed executive directors and Mr. Sammy Tze Kit Choi and Mr. Wu Bin have been appointed independent non-executive directors of Swank with effect from 5 July 2005. Subsequent to the above changes, Swank has only 2 independent non-executive directors and fails to meet the requirements under Rule 3.10 of the Listing Rules. Swank will appoint suitable candidate to fill the vacancy as soon as possible.

Set out below are the biographical details of the newly appointed directors:

Mr. Wang An Kang, aged 41. Mr. Wang has been engaged in the phosphorus industry through the import and export of the Products since 1990. In 1999, he restructured several stateowned enterprises on the verge of bankruptcy into Yunnan Phosphorous Group Co., Ltd. (“Yunphos”) and is currently the controlling shareholder holding over 51% equity interest in Yunphos. The remaining two shareholders of Yunphos are two of its directors. Over the last 13 years, Yunphos (including its predecessors) has evolved into a vertically integrated company engaged in the development, manufacturing, import and export of the Products. With Mr. Wang’s continuous efforts in exploring the international market, Yunphos has built strong relationships with numerous long-term international customers in Europe, America, Australia, Japan and South East Asia. He is currently the vice chairman of the Federation of Industry & Commerce of Yunnan Province, the vice chairman of the Yunnan Overseas Association and the vice chairman of the Chamber of Commerce for Import and Export of Yunnan Province. Mr. Wang is a PRC citizen.

Mr. Zhao Jun, aged 42. Mr. Zhao joined the chemical department of Kunming Import & Export Corporation, the predecessor of Yunphos, as the deputy general manager in 1993 and has gained extensive experience in international trade as a senior executive of Yunphos. Under the supervision and guidance of Mr. Zhao, the operations of Yunphos have been continuously improved and refined. Mr. Zhao has guided Yunphos’s move towards standardisation. With a heavy workload, he still managed to complete one year of Master of Business Administration core courses. Mr. Zhao is a PRC citizen.

Mr. Li Wei, aged 38. In 1988, Mr. Li Wei became the deputy general manager of Golden Dragon Hotel in Kunming, a Hong Kong owned hotel, and accumulated extensive experience in hotel management. Mr. Li joined Yunnan Xinge Group （雲南鑫格集團）as its general manager, responsible for planning and investment, in 2000. Since 2002, Mr. Li has been the assistant to Mr. Wang. He possesses strong experience in international trade management. Mr. Li is a PRC citizen.

Ms. Zhou Jing, born in 1974, aged 31, graduated from Yunnan University of Finance and Economics with a bachelor’s degree majoring in accounting. She was awarded with the Qualification Certif icate of Accountant Specialty and Technology of China (Intermediate) in 1998 and Certified Public Accountants qualification in the PRC in 2002. Since 1996, Ms. Zhou joined an imports and exports company and was responsible for foreign trade accounting. She has extensive experience in international trade accounting. In 1999, Ms. Zhou joined an accountant firm and carried out her duties in auditing and asset valuation as a certified accountant. Ever since her appointment as Financial Manager of Yunphos International Trading Co., Ltd. in 2002, Ms. Zhou has been endearouring in international trade and corporate financial management.

Mr. Choi Tze Kit, Sammy, aged 42, graduated from the Hong Kong Shue Yan College. He is an associate member of the Institute of Chartered Accountants in England and Wales, a fellow member of the Association of Chartered Certified Accountants and a Certified Public Accountant of the Hong Kong Institute of Certified Public Accountants. He has over 19 years’ experience in finance and auditing and worked for a number of listed companies and international accounting firms in Hong Kong.

Mr. Wu Bin, aged 49, graduated from the California State University with a bachelor’s degree in management information system. He received his master’s degree in management from the Golden Gate University, San Francisco and has completed a management programme at the Stanford University, the USA. Mr. Wu is currently the general manager of Kunming Pantong Real Estates Co., Ltd.

The terms of appointment and remuneration of the proposed Directors will be determined by the Board. Save as disclosed herein, no proposed Director has any relationship with the other Directors, substantial shareholders and senior management of the Group. Save as disclosed in the Offer Document and herein, no proposed Directors had other interests (within the meaning of Part XV of the Securities and Futures Ordinance) in any Shares, underlying Shares or debentures of the Company and/or associated corporation as at the date of this announcement. Swank will disclose the information required under Rule 13.51(2) of the Listing Rules by way of an announcement when the terms of appointment and remuneration of the proposed Directors are determined.

RESIGNATION OF MEMBERS OF THE AUDIT COMMITTEE

Mr. Hahn Ka Fai, Mark, Miss Shum Wai Ting, Rebecca and Mr. Wu Wang Li will cease to be members of the audit committee with effect from 5 July 2005. Swank will appoint suitable candidates to f ill the vacancies as soon as possible.

CHANGE OF REGISTERED OFFICE

The registered office of Swank will be changed to Suite 1102, 11/F., ICBC Tower, 3 Garden Road, Hong Kong with effect from 5 July 2005.

DEFINITIONS

“Announcement” the announcement dated 18 April 2005 of the Offeror, the Company and TIHL “Board” the board of the Directors

“DBS Asia” DBS Asia Capital Limited, a licensed corporation under the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) for type 1 (dealing in securities), type 4 (advising on securities) and type 6 (advising on corporate f inance) of the regulated activities and the financial adviser to the Offeror

“Director(s)” the director(s) of Swank

– 5 –

“Hong Kong”		the Hong Kong Special Administrative Region of the PRC
“Listing Rules”		the Rules Governing the Listing of Securities on the Stock Exchange
“Mr. Wang”		Mr. Wang An Kang (王安康), being the sole shareholder of the Offeror
“Offer”		the mandatory unconditional cash offer made by DBS Asia, on behalf of the Offeror, to
		acquire all the issued Shares at HK$0.03 per Share (other than those already owned or
		agreed to be acquired by the Offeror and parties acting in concert with it)
“Offeror”		China Time Investment Holdings Limited, a company incorporated in the British Virgin
		Islands with limited liability
“Offer Document”		the document dated 6 June 2005 issued by the Offeror to the shareholders of the Company
		in accordance with the Takeovers Code containing, among other things, details of the
		Offer and the related acceptance and transfer forms
“parties acting in	concert”	has the meaning ascribed thereto in the Takeovers Code
“Response Document”		a document dated 20 June 2005 issued by Swank in response to the Offer
“PRC”		the People’s Republic of China which, for the purpose of this announcement, excludes
		Hong Kong Special Administrative Region, Macau Special Administrative Region and
		Taiwan
“Sale and Purchase		the conditional agreement for the sale and purchase of the Sale Shares (as defined
Agreement”		therein) dated 20 January 2005 entered into between the Offeror, Probest, Rich Global,
		Kingsway Lion, TIHL and SW Kingsway
“SFC”		Securities and Futures Commission
“Share(s)”		the ordinary share(s) of HK$0.01 each in the issued share capital of Swank
“Shareholder(s)”		holder(s) of the Shares
“Stock Exchange”		The Stock Exchange of Hong Kong Limited
“Supplemental		the supplemental agreement in relation to the Sale and Purchase Agreement dated 13 April
Agreement”		2005 entered into between the Offeror, Probest, Rich Global, Kingsway Lion, TIHL and
		SW Kingsway
“Swank”		Swank International Manufacturing Company Limited, a company incorporated in Hong
		Kong whose securities are listed on the main board of the Stock Exchange
“Swank Group”		Swank and its subsidiaries
“SW Kingsway”		SW Kingsway Capital Holdings Limited, a company incorporated in Bermuda and whose
		securities are listed on the main board of the Stock Exchange
“Takeovers Code”		The Hong Kong Code on Takeovers and Mergers
“TIHL”		Tomorrow International Holdings Limited, a company incorporated in Bermuda and
		whose securities are listed on the main board of the Stock Exchange
“HK$”		Hong Kong dollars, the lawful currency of Hong Kong
“%”		per cent.
	By Order	of the Board ofBy Order of the Board of
SWANK INTERNATIONAL MANUFACTURINGCHINA TIME INVESTMENT
	COMPANY LIMITEDHOLDINGS LIMITED
	Yau Tak Wah, PaulWang An Kang
	Executive DirectorChairman

Hong Kong, 4 July 2005

All of the directors of Swank jointly and severally accept full responsibility for the accuracy of the information contained in this announcement (other than that relating to the Offeror) and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this announcement (other than those relating to the Offeror) have been arrived at after due and careful consideration and there are no other facts not contained in this announcement (other than those relating to the Offeror), the omission of which would make any statement in this announcement misleading.

All of the directors of the Offeror jointly and severally accept full responsibility for the accuracy of the information contained in this announcement (other than that relating to the Swank Group) and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this announcement (other than those relating to the Swank Group) have been arrived at after due and careful consideration and there are no other facts not contained in this announcement (other than those relating to the the Swank Group), the omission of which would make any statement in this announcement misleading.

As at the date of this announcement, the executive directors of Swank are Mr. Yau Tak Wah, Paul, Ms. Louie Mei Po, Ms. Wong Shin Ling, Irene, Mr. Tam Wing Kin and Mr. Cheung Wah Hing, and the independent non-executive directors are Mr. Hahn Ka Fai, Mark, Miss Shum Wai Ting, Rebecca and Mr. Wu Wang Li.

Please also refer to the published version of this announcement in The Standard.

– 6 –