SOUNDWILL HOLD<0878> - Announcement & Resumption of Trading

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 150,000,000 EXISTING SHARES 
AND 
SUBSCRIPTION FOR 299,000,000 NEW SHARES 

On 19 August 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 Kingsway 
SW Securities Limited ("Kingsway"), the placing agent, of 
150,000,000 existing shares of HK$0.10 each in the Company (the 
"Placing Shares") at a placing price of HK$0.146 per share (the 
"Placing") to independent institutional, professional and/or 
other investors and KBL entered into an agreement with the Company 
for the subscription of 299,000,000 new shares (the "New Shares") 
at a subscription price of HK$0.146 per share (the "Subscription"). 
The Placing Shares represent approximately 10.02% of the existing 
issued shares of the Company. The New Shares represent about 19.97% 
and 16.65% of the existing issued share capital and the issued 
share capital of the Company as enlarged by the Subscription 
respectively.

(A)     AGREEMENT DATED 19 August 1999 FOR THE PLACING OF 150,000,000 
EXISTING SHARES (the "Placing Agreement")

Vendor

KBL

Number of Placing Shares

150,000,000 existing shares of HK$0.10 each of the Company 
representing approximately 10.02% of the 1,497,000,910 existing 
issued shares of the Company.

Placees 

Independent institutional, professional and/or other investors.

Placing price

HK$0.146 per Placing Share (the "Placing Price") representing a 
premium of approximately 1.39% to the closing price of HK$0.144 
per share of the Company as quoted on The Stock Exchange of Hong 
Kong Limited (the "Stock Exchange") on 19 August 1999, and 
approximately a discount of 6.41% to the average closing price 
of approximately HK$0.156 per share as quoted on the Stock Exchange 
for the last 10 trading days up to and including 19 August 1999.

Rights of the Placing Shares

The Placing Shares are ranking pari passu in all respects with 
the existing shares of the Company in issue.

Placing Agent

Kingsway SW Securities 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 of Placing

The Placing is expected to complete on or before 25 August 1999. 
Completion of the Placing is unconditional.

(B)     AGREEMENT DATED 19 AUGUST 1999 FOR THE SUBSCRIPTION OF 
299,000,000 NEW SHARES (the "Subscription Agreement")

Subscriber

KBL.

Number of New Shares to be subscribed for 

299,000,000 New Shares, representing approximately 19.97% of the 
existing issued share capital of the Company and approximately 
16.65% 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 Special General Meeting 
of the Company held on 23 June 1999.

Subscription price 

HK$0.146 per New Share less expenses of approximately HK$986,700 
payable by KBL (which will be reimbursed by the Company) in respect 
of the Placing Shares. The aggregate subscription price for the 
299,000,000 New Shares will be satisfied as to 150,000,000 New 
Shares by way of cash of HK$21,900,000 and as to 149,000,000 New 
Shares by way of a set-off and waiver of part of the principal 
amount of an unsecured interest-bearing loan (the "Loan") extended 
by KBL to the Company of HK$21,754,000.

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 2 September 
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 2 September 1999 or such later date as may be agreed between 
the parties, all rights and obligations under the Subscription 
Agreement 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 net proceeds from the Subscription will be 
approximately HK$42,667,300 of which net cash proceeds of 
approximately HK$20,913,300 will be used by the Company as its 
working capital and HK$21,754,000 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 817,880,000 shares, representing approximately 
54.63% of the existing issued share capital of the Company. 

After the Placing and Subscription, Mrs Chan and her associates 
will together own 966,880,000 shares, representing approximately 
53.84% 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.

Resumption of trading

At the request of the Company, trading in its shares and warrants 
on the Stock Exchange was suspended with effect from 10:00 a.m. 
on 20 August 1999 pending release of this announcement. 
Application has been made to the Stock Exchange for trading in 
the shares and warrants of the Company on the Stock Exchange to 
resume trading at 10:00 a.m. on 23 August 1999.

By order of the Board
Yip Kwai Cheung
Director

Hong Kong, 20 August 1999