Design Capital Limited — M&A Activity 2005

Jun 20, 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.

Swank International Manufacturing Company Limited 囱光行實業有限公司

(incorporated in Hong Kong with limited liability)

(Stock code: 663)

DESPATCH OF THE RESPONSE DOCUMENT RELATING TO THE UNCONDITIONAL MANDATORY CASH OFFER BY DBS ASIA CAPITAL LIMITED

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

(OTHER THAN THOSE SHARES ALREADY OWNED OR AGREED TO BE ACQUIRED BY CHINA TIME INVESTMENT HOLDINGS LIMITED AND PARTIES ACTING IN CONCERT WITH IT)

The Response Document containing, among other things, information on the Company, the letter from the Board, and separate letters from the Independent Board Committee and Barits Securities (Hong Kong) Limited (the independent financial adviser to the Independent Board Committee) in respect of the Offer, has been despatched to the Shareholders on 20 June 2005, and the Offer will remain open until 4:00 p.m. on Monday, 4 July 2005 (unless the Offeror revises or extends the Offer in accordance with the Takeovers Code).

Independent Shareholders are strongly advised to read the Response Document, especially the separate letters from the Independent Board Committee and Barits Securities (Hong Kong) Limited, before deciding whether to accept or not to accept the Offer.

Reference is made to the joint announcement dated 18 April 2005 made by the Offeror, Tomorrow International Holdings Limited and the Company in respect of the Offer. Capitalised terms used in this announcement shall have the same meanings as those defined in the response document in respect of the Offer (the “Response Document”) despatched to the Shareholders on 20 June 2005.

DESPATCH OF THE RESPONSE DOCUMENT

Following the despatch of the Offer Document to the Shareholders on 6 June 2005, the Response Document containing, among other things, information on the Company, the letter from the Board, and separate letters from the Independent Board Committee and Barits Securities (Hong Kong) Limited (the independent financial adviser to the Independent Board Committee) in respect of the Offer, has been despatched to the Shareholders on 20 June 2005.

EXPECTED TIMETABLE

The latest time for acceptance of the Offer is 4:00 p.m. on Monday, 4 July 2005. The Offer, which is unconditional, will close on Monday, 4 July 2005 unless the Offeror revises or extends the Offer in accordance with the Takeovers Code. An announcement on the result of the Offer will be posted on the website of the Stock Exchange by 7:00 p.m. on Monday, 4 July 2005. Such announcement will be published in the newspapers on Tuesday, 5 July 2005.

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UNAUDITED PRO FORMA FINANCIAL INFORMATION

The following statement of unaudited pro forma adjusted consolidated shareholder’s deficit of the Group as at 31 December 2004 reflected the financial impact of the Loan Restructuring Agreement and under the situation in which the Group suffered total loss in value in respect of the PRC properties held under the Group which have title issues.

Not	HK$ millionAudited netliabilities as at31 December2004(65.4)e:Property interest helin the PRC as sumLess: Property intein the PRCNet value attributablin the PRC with ti	HK$ millionHK$ millionLess:Interests anddefault interestsAdd:expenses of theWaiver ofDebt accruedprincipal,from 1 Januaryinterests and2005 todefault interests3 June 2005of the Debt(4.9)67.7d by the Group and its associated companiesmarized in the Response Documentrest held by the Group’s associated companiesas stated in the Response Documente to property interest held by the Grouptle issues	HK$ millionLess:Net valueattributable tothe Group’sproperty withtitle issues (Note)(47.8)		HK$ millionUnauditedpro formaconsolidatedshareholder’sdeficit as atecember 2004(50.4)HK$ million58.9(11.1)47.8
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GENERAL

Independent Shareholders are strongly advised to read the Response Document, especially the separate letters from the Independent Board Committee and Barits Securities (Hong Kong) Limited, before deciding whether to accept or not to accept the Offer.

By order of the Board Swank International Manufacturing Company Limited Yau Tak Wah, Paul Executive Director

Hong Kong, 20 June 2005

As at the date of this announcement, the executive directors of the Company comprises 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 of the Company comprises Mr. Hahn Ka Fai, Mark, Miss Shum Wai Ting, Rebecca and Mr. Wu Wang Li.

The Directors jointly and severally accept full responsibility for the accuracy of the information contained in this announcement and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this announcement have been arrived at after due and careful consideration and there are no other facts not contained in this announcement the omission of which would make any of the statements in this announcement misleading.

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

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