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)

CONNECTED TRANSACTION
ISSUE OF 63,500,000 NEW SHARES

On 22nd July, 1999, COSCO (Hong Kong) Group Limited ("COSCO HK") 
entered into an agreement with Soundwill Holdings Limited (the 
"Company") to subscribe for 63,500,000 new shares of the Company 
(the "New Shares") at a subscription price of HK$0.1729 per share 
(the "Subscription").  The New Shares represent approximately 
4.24% of the existing issued share capital of the Company and 
approximately 4.07% of the issued share capital of the Company as 
enlarged by the Subscription.  

The Subscription constitutes a connected transaction under the 
Listing Rules requiring independent shareholders' approval at a 
special general meeting convened to approve the Subscription (the 
"SGM") at which COSCO HK and its associates, being the connected 
persons, will have to abstain from voting.  The consideration of the 
Subscription will be satisfied by way of a set-off of an unsecured 
interest-bearing loan of HK$10,000,000 advanced by COSCO HK to the 
Company and the accrued interest up to 22nd July, 1999 of 
approximately HK$985,000.

Subscriber

COSCO (Hong Kong) Group Limited ("COSCO HK") or its nominee.

Number of New Shares

63,500,000 New Shares representing approximately 4.24% of the 
existing issued share capital of the Company and approximately 4.07% 
of the issued share capital as enlarged by the Subscription.

Subscription Price

HK$0.1729 per New Share representing a discount of approximately 
1.8% to the closing price of HK$0.176 per share of the Company as 
quoted on The Stock Exchange of Hong Kong Limited (the "Stock 
Exchange") on 22nd July, 1999 and a discount of approximately 1.8% 
to the average closing price of HK$0.176 per share of the Company 
as quoted on the Stock Exchange for the last 5 trading days up to 
and including 22nd July, 1999.  The ag`gregate subscription price 
of HK$10,979,150 for the 63,500,000 New Shares will be satisfied by 
way of a set-off of an unsecured interest-bearing loan of 
HK$10,000,000 advanced by COSCO HK to the Company and the accrued 
interest up to 22nd July, 1999 of approximately HK$985,000.

Connected Transaction

COSCO HK and its associates own 242,996,000 shares representing 
approximately 16.23% of the existing issued share capital of the 
Company. Under the Listing Rules, the proposed subscription of 
63,500,000 New Shares by COSCO HK constitutes a connected 
transaction and requiring independent shareholders' approval at a 
special general meeting convened to approve the Subscription (the 
"SGM") at which COSCO HK and its associates, being the connected 
persons, will have to abstain from voting.

Conditions

COSCO HK shall not dispose of the New Shares or any part thereof 
within six months from the date of allotment of the New Shares. 
Completion of the Subscription is conditional upon:

1.   The Listing Committee of the Stock Exchange granting listing 
of, and permission to deal in, all the New Shares to be subscribed 
by COSCO HK; and

2.   The approval of the Subscription and issue of New Shares by 
shareholders other than COSCO HK and its associates in the SGM.

Application for listing

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

In light of the current informal standstill arrangement with the bank 
creditors of the Company and its subsidiaries, the Subscription sets 
off an interest-bearing loan from a substantial shareholder of the 
Company and the accrued interest of approximately HK$10,985,000 by 
issue of new shares without application of funds. The directors of 
the Company consider that 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.

Prior to the Subscription, Madam Foo Kam Chu, Grace, the chairman 
and controlling shareholder of the Company, COSCO HK and its 
associates, and the public are interested in approximately 54.64%, 
16.23% and 29.13% of the existing issued share capital of the Company, 
respectively. Immediately following the issue of the New Shares, 
Madam Foo Kam Chu, Grace, COSCO HK and its associates, and the public 
are interested in approximately 52.41%, 19.64% and 27.95% of the 
enlarged issued share capital of the Company, respectively.

An independent financial advisor will be appointed to advise the 
shareholders on the terms of the Subscription. A circular setting 
out the particulars of the Subscription, advice from the independent 
financial advisor and notice of the SGM will be sent to the 
shareholders as soon as possible.

By order of the Board
Yip Kwai Cheung
Director

Hong Kong, 22nd July, 1999