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Kwong Hing International Holdings (Bermuda) Limited

(Incorporated in Bermuda with limited liability)

REVISED TERMS FOR SHARE TRANSACTION

On 4th July, 2000, the Company, through its wholly-owned subsidiary, and each of Kingsway Electronic and Mr. Wong entered into two supplemental agreements respectively to the conditional sale and purchase agreements dated 29th May 2000 entered into between the same parties with respect to the proposed acquisition by the Company of a total of 300,000 Sale Shares, representing a 15% interest, in Victory Tech.

Certain terms of the Original Agreements are altered by the Supplemental Agreements.

The Longstop Date is postponed from 30th June, 2000 to 31st July, 2000 or such later date as may be agreed in writing between the Company, Kingsway Electronic and Mr. Wong.

Reference is made to the Company's announcement dated 29th May, 2000 in relation to the Original Agreements ("Announcement"). Unless otherwise stated, capitalised terms used herein shall have the same meanings as those defined in the Announcement.

THE SUPPLEMENTAL AGREEMENTS

On 4th July 2000 the Company, through its wholly-owned subsidiary, and each of Kingsway Electronic and Mr. Wong entered into two supplemental agreements respectively ("Supplemental Agreements"). The Supplemental Agreements amended certain provisions of the conditional sale and purchase agreements dated 29th May 2000 entered into between the same parties with respect to the proposed acquisition by the Company of a total of 300,000 Sale Shares, representing a 15% interest, in Victory Tech ("Original Agreements").

Pursuant to the Supplemental Agreements, the Company will acquire 140,000 Sale Shares (representing a 7% interest in Victory Tech), instead of 300,000 Sale Shares (representing a 15% interest in Victory Tech) as contemplated in the Original Agreements, in Victory Tech at the completion of the Supplement Agreements. The Company will also be granted options from each of Kingsway Electronic and Mr. Wong ("Options") to acquire a further 160,000 Sale Shares (representing a 8% interest in Victory Tech) at any time during 12 months from the date of completion of the Supplemental Agreements to be satisfied by further issue of Consideration Shares. The Options can be exercised by the Company wholly or partly, all at once or by instalments.

Accordingly, the total number of Consideration Shares to be issued to Kingsway Electronic and Mr. Wong (for the 140,000 Sale Shares, representing a 7% interest in Victory Tech) will be reduced from 165 million Consideration Shares to 77 million Consideration Shares, which in turn represent approximately 5.0% and 4.8% respectively of the existing and enlarged issued share capital of the Company, in proportion to the reduced number of Sale Shares proposed to be acquired by the Company at the completion of the Supplemental Agreements. Should the Company exercise the Options, additional 88 million Consideration Shares will be issued to Kingsway Electronic and Mr. Wong.

The Longstop Date is postponed from 30th June 2000 to 31st July, 2000 or such later date as may be agreed in writing between the Company, Kingsway Electronic and Mr. Wong.

SHAREHOLDING STRUCTURE OF THE COMPANY

The shareholding distribution of Company can be summarised as follows:

Before completion of the After completion of the After exercise of

Supplemental Agreements Supplemental Agreements the Options

Rayten Limited and its associates 41.8% 39.8% 37.7%

Kingsway Electronic 0% 3.8% 7.8%

Mr. Wong 0% 1.0% 1.9%

Public 58.2% 55.4% 52.6%

Further, under the Supplemental Agreements, the Company will have the right to appoint one director to the board of Victory Tech once it's shareholding in Victory Tech exceeds 10% of Victory Tech's issued share capital at the time.

The Company believes that through the Supplemental Agreements, the Company obtains more flexibility in respect of its proposed investment in Victory Tech.

Apart from the above mentioned amendments, there is no material change to the terms of the Original Agreements.

The Consideration Shares will be issued under the general mandate granted by shareholders of the Company to the Directors to allot and issue shares at the special general meeting held on 14th February 2000.

GENERAL

The transactions contemplated under the Original Agreements and Supplemental Agreements constitute a share transaction for the Company under the Listing Rules.

Application will be made to the Stock Exchange for the listing of, and permission to deal in, the Consideration Shares.

By order of the board of directors of

Kwong Hing International Holdings (Bermuda) Limited

Li Man Ching

Chairman

Hong Kong SAR, 4th July, 2000

Please refer to the published version of this announcement in the iMail.