SOUNDWILL HOLD<0878> - Announcement

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.

SOUNDWILL HOLDINGS LIMITED
(Incorporated in Bermuda with limited liability)

PLACING OF 85,000,000 EXISTING SHARES
AND
SUBSCRIPTION FOR 150,000,000 NEW SHARES

On 31 May 1999, Ko Bee Limited ("KBL"), an associate of Madam 
Foo Kam Chu, Grace ("Mrs Chan"), the Chairman and controlling 
shareholder of Soundwill Holdings Limited (the "Company") 
entered into a placing agreement for the placing by KBL, through 
Mansion House International Ltd., the placing agent, of 
85,000,000 existing shares of HK$0.10 each in the Company (the 
"Placing Shares") at a placing price of HK$0.20 per share (the 
"Placing") to independent retail investors and KBL entered into 
an agreement with the Company for the subscription of 
150,000,000 new shares (the "New Shares") at a subscription 
price of HK$0.1975 per share which is the same as the placing 
price of HK$0.20 per share less expenses of the Placing in the 
amount of approximately HK$375,000 of the Placing (the 
"Subscription").  The Placing Shares represent about 6.31% of 
the existing issued shares of the Company.  The New Shares 
represent about 11.14% and 10.02% of the existing issued share 
capital and the issued share capital of the Company as enlarged 
by the Subscription respectively.

After the Placing and the Subscription, the aggregate interests 
in the issued shares of the Company held by Mrs Chan and her 
associate will be reduced from approximately 55.89% to 
approximately 54.63% of the then enlarged issued share capital 
of the Company.

The aggregate gross proceeds from the Subscription will be 
approximately HK$29,625,000 of which net cash proceeds of 
approximately HK$16,787,500 will be used by the Company as 
working capital and approximately HK$12,837,500 will be 
applied to set-off an unsecured interest-bearing loan extended 
by KBL to the Company.

The Placing and Subscription are conditional upon fulfilment 
of the conditions described below.

(A)     AGREEMENT DATED 31 May 1999 FOR THE PLACING OF 85,000,000 
        EXISTING SHARES 
        (the "Placing Agreement")

Vendor

KBL, an associate (as defined in the Rules Governing the Listing 
of Securities on the Stock Exchange of Hong Kong Limited (the 
"Listing Rules")) of Mrs Chan.
Number of Placing Shares

85,000,000 existing shares of HK$0.10 each of the Company 
representing approximately 6.31% of the 1,346,998,910 existing 
issued shares of the Company.

Placees

Independent retail investors.

Placing price

HK$0.20 per Placing Share (the "Placing Price") representing 
a discount of approximately 3.85% to the closing price of 
HK$0.208 per share of the Company as quoted on The Stock Exchange 
of Hong Kong Limited (the "Stock Exchange") on 31 May 1999, 
and approximately a 6.1% discount to the average of the closing 
price of approximately HK$0.213 per share as quoted on the Stock 
Exchange for the last 10 trading days up to and including 31 
May 1999.

Rights of the Placing Shares

The Placing Shares will rank pari passu in all respects among 
themselves and with the existing shares of the Company in issue 
on the date of the completion of the Placing Agreement.

Placing Agent 

Mansion House International Limited.

Independence of Placees and Placing Agent

The Placing Agent, who is independent of the directors, chief 
executive and substantial shareholders of the Company or any 
of its subsidiaries or any of their respective associates, has 
agreed to use its best endeavours to procure that the Placees 
are independent of, and not connected with, and not acting in 
concert with the directors, chief executive and substantial 
shareholders of the Company or any of its subsidiaries or any 
of their respective associates.

Completion and conditions of Placing

The Placing is expected to complete on or before 3 June 1999.  
Completion of the Placing is conditional upon the execution 
of the Subscription Agreement (as defined below) by KBL and 
the Company.

The above condition was satisfied on 31 May 1999.

(B)     AGREEMENT DATED 31 May 1999 FOR THE SUBSCRIPTION OF 
        150,000,000 NEW SHARES
        (the "Subscription Agreement")

Subscriber

KBL.

Number of New Shares to be subscribed for

150,000,000 New Shares, representing approximately 11.14% of 
the existing issued share capital of the Company and 
approximately 10.02% of the issued share capital as enlarged 
by the Subscription.

Mandate to issue New Shares

Such shares will be issued pursuant to the general mandate 
granted to the Directors of the Company at the Annual General 
Meeting of the Company held on 23 June 1998.
Subscription price

HK$0.1975 per New Share (same as the Placing Price less expenses 
of the Placing in the amount of approximately HK$375,000). The 
aggregate subscription price for the 150,000,000 New Shares 
will be satisfied as to 85,000,000 New Shares by way of cash 
and as to 65,000,000 New Shares by way of a set-off and waiver 
of the principal amount of an unsecured interest-bearing loan 
extended by KBL to the Company (the "Loan") of approximately 
HK$12,837,500.

Rights of the New Shares

The New Shares will rank pari passu in all respects among 
themselves and with the existing shares of the Company in issue 
on the date of allotment and issue of the New Shares.

Completion of Subscription

The Subscription is expected to complete on or before 14 June 
1999.  Completion of the Subscription is conditional upon:

(a)     the Listing Committee of the Stock Exchange granting 
listing of, and permission to deal in, all of the New Shares 
to be subscribed by KBL; and

(b)     completion of the Placing.

In the event that the above conditions are not satisfied on 
or before 14 June 1999 or such later  date as may be agreed 
between the parties, then all rights and obligations under the 
Subscription will cease and terminate.

(C)     GENERAL

The directors of the Company consider that the Placing and the 
Subscription and their respective terms to be in the best 
interests and to the benefit of the Company and its shareholders 
as a whole.

Use of proceeds

The aggregate gross proceeds from the Subscription will be 
approximately HK$29,625,000 of which net cash proceeds of 
approximately HK$16,787,500 will be used by the Company as its 
working capital and approximately HK$12,837,500 will be 
applied to set-off part of the principal amount of the Loan.

Shareholding of Mrs Chan and her associates before and after 
the Placing and Subscription

Before the Placing and Subscription take place, Mrs Chan and 
her associates own 752,880,000 shares, representing 
approximately 55.89% of the existing issued share capital of 
the Company.

After the Placing and Subscription, Mrs Chan and her associates 
will together own 817,880,000 shares, representing 
approximately 54.63% of the existing issued share capital of 
the Company as enlarged by the Subscription.

Application for listing

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

   By order of the Board
   Soundwill Holdings Limited
   Yip Kwai Cheung
   Company Secretary

Hong Kong, 31 May 1999