PO WING KWAN<0149> - 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.

PO WING KWAN INTERNATIONAL (HOLDINGS) LIMITED
(Incorporated in Bermuda with limited liability)
(the "Company")

Private placement of 157,900,000 new shares

Summary:
The Company and Yardley Securities Limited ("YSL") had entered into a 
conditional placing agreement (the "Agreement") on 8th May, 1999 in 
relation to the placing on a fully-underwritten basis (the "Placing") of 
157,900,000 new ordinary shares of US$0.02 each (the "Placing Shares") in 
the share capital of the Company (the "Shares") at a price of HK$0.246 per 
Share (the "Placing Price"). The Placing Shares represent approximately 
20.00 percent of the Company's total issued share capital at the date of 
this announcement and approximately 16.67 percent of the issued share 
capital as enlarged by the issue of the Placing Shares.

The net proceeds of the Placing of approximately HK$38 million is intended 
to be used for the repayment of unsecured loans of the Company.

Completion of the Agreement is conditional upon the granting of a listing 
of, and permission to deal in, the Placing Shares by the Listing Committee 
of The Stock Exchange of Hong Kong Limited.

Agreement dated 8th May, 1999.

Issuer
Po Wing Kwan International (Holdings) Limited

Placing Agent and the Underwriter
YSL, a company independent of, not connected with and not acting in 
concert with any directors, chief executives or substantial shareholders 
of the Company or any of their subsidiaries or any of their respective 
associates (as defined under the Listing Rules).

Number of Shares to be placed
157,900,000 new ordinary Shares.

The Placing Shares represent approximately 20.00 percent of the Company's 
total issued share capital at the date of this announcement and 
approximately 16.67 percent of the issued share capital as enlarged by the 
issue of the Placing Shares.

Placees
YSL undertakes to place the Placing Shares to placees who/which are 
institutional and/or professional investors independent of, and not 
connected with any directors, chief executives or substantial shareholders 
of the Company or any of their subsidiaries or any of their respective 
associates (as defined under the Listing Rules) or failing which, YSL 
undertakes to subscribe for the Placing Shares itself. As at the date of 
this announcement, neither YSL nor any of its associates holds any Shares.

Placing Price
The Placing Price of HK$0.246 per Share represents a discount of 
approximately 8.9 percent to the closing price of HK$0.27 per Share as 
quoted by The Stock Exchange of Hong Kong Limited (the "Stock Exchange") 
on 7th May, 1999 and a discount of approximately 10.2 percent to the 
average closing price of HK$0.274 per Share as quoted by the Stock 
Exchange on the last ten trading days up to and including 7th May, 1999. 
The Placing Price was negotiated on arm's length basis between the Company 
and YSL. The board of directors (the "Board") of the Company considers 
that the Placing is fair and reasonable to the Company and its 
shareholders as a whole.

Rights
The Placing Shares, when fully paid, will rank pari passu with all the 
existing Shares of the Company in all respects, including the right to 
receive all dividends and distributions made or declared after completion 
date save that the Placing Shares shall not rank for the final dividend of 
the Company for its financial year ended 31st December, 1998 (if any).

Conditions and Completion of the Agreement
Completion of the Agreement is conditional upon the granting of the 
listing of, and permission to deal in, the Placing Shares by the Listing 
Committee of the Stock Exchange which is expected to take place on or 
before 7th June, 1999 or such later date as the Company and YSL may agree.

Substantial shareholder's interest in the Company
Reference is made to an announcement of the Company dated 10th April, 
1999. In accordance with the records of Progressive Registration Limited, 
the Share Registrars of the Company, Sopwith Investments Limited, a 
company beneficially owned by Mr. Lai Ming Wang (Chairman of the Company), 
transferred its entire shareholding in the Company, i.e. 227,160,000 
Shares representing 28.77% of the issued share capital of the Company, to 
Financial Holdings Limited ("FHL"), a nominee of Allmead Company Limited 
on 12th February, 1999 and FHL became the single largest shareholder of 
the Company. As at the date of this announcement, Mr. Lai Ming Wang does 
not hold any Shares in the Company in accordance with the records of the 
Share Registrars of the Company. Further to the announcement dated 10th 
April, 1999, the Board wishes to state that the position of substantial 
shareholder's interest in the Company remains unchanged.

As at the date of this announcement, FHL holds 227,160,000 Shares, 
representing approximately 28.77% of the existing issued share capital of 
the Company and 23.98% of the issued share capital of the Company as 
enlarged by the issue of the Placing Shares. The Board confirms that none 
of the directors nor any of their respective associates has dealt in the 
Shares from 15th April, 1999 up to the date of this announcement.

Use of net proceeds
The net proceeds of the Placing of approximately HK$38 million is intended 
to be used for the repayment of unsecured loans of the Company. Details of 
such unsecured loans will be disclosed in Annual Report 1998 of the 
Company to be despatched to shareholders on 27th May, 1999.

Mandate to issue Placing Shares
The Placing Shares will be issued pursuant to the general mandate granted 
to the Board at the annual general meeting of the Company held on 23rd 
June, 1998.

Application for Listing
The Company will make an application to the Stock Exchange for the 
granting of the listing of, and permission to deal in, the Placing Shares.

Made by the order of the Board, the directors of which individually and 
jointly accept responsibility for the accuracy of this announcement.

        By Order of the Board
        Po Wing Kwan International (Holdings) Limited
        Ng Kwan Sau Mona
        Company Secretary

Hong Kong, 8th May, 1999