WAH FU INT'L<0952> - 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.

WAH FU INTERNATIONAL HOLDINGS LIMITED
(incorporated in Bermuda with limited liability)

sale and purchase of 20% interest in the Company

The board of directors (the "Board") of Wah Fu 
International Holdings Limited (the "Company", together 
with its subsidiaries, the "Group") refers to the 
announcement of the Company dated 25th March, 1999. Concord 
Holdings Services Limited ("Concord"), the controlling 
shareholder of the Company has executed a sale and purchase 
agreement on 17th May, 1999 with an independent third party 
pursuant to the revised letter of intent signed between the 
parties on 25th March, 1999. Upon completion of the sale 
and purchase agreement on 17th May, 1999, Concord has 
disposed 45,000,000 shares (the "Sale Shares") in the 
Company representing 20 per cent. of the Company's issued 
share capital of 225,000,000 shares and Messrs. Cho Wai Sum 
and Chaung Pak Wong, Paul have resigned from, whereas 
Messrs. Charlie Chang and Ong Chor Wei, Alan have been 
appointed to the Board.

The shares of the Company has been suspended from trading 
on The Stock Exchange of Hong Kong Limited from 10:00 a.m. 
on 18th May, 1999. The Company has applied for resumption 
of trading of its shares on 10:00 a.m. on 19th May, 1999.

The Board has been informed by Messrs. James Chaung, Lo Wai 
Man and Cho Wai Sum, directors of the Company and together 
the controlling shareholder of Concord that, further to the 
revised letter of intent executed on 25th March, 1999, 
Concord has executed a formal sale and purchase agreement 
(the "Agreement") with Winble International Limited (the 
"Purchaser"), an independent third party not connected 
with any director, chief executive or substantial 
shareholder of the Company or any of its subsidiaries or 
their respective associates (as defined in the Rules 
Governing the Listing of Securities on The Stock Exchange 
of Hong Kong Limited) on 17th May, 1999 for the sale and 
purchase of the Sale Shares at the price of HK$0.149 per 
Sale Share.  Such price represents a discount of 
approximately 28.8 per cent. of the average closing price 
of the shares in the Company for the period from 10th May, 
1999 to 14th May, 1999 and a discount of approximately 68.7 
per cent. of the unaudited net asset value per share of the 
Company as at 30th September, 1998. The Purchaser is a 
company established in the British Virgin Islands of which 
90 per cent. of its issued share capital is owned by Rich 
Country International Limited which in turn is owned as to 
51 per cent. by Mr. Charlie Chang. Before completion of the 
Agreement, Concord owned 141,250,000 shares in the Company 
representing approximately 62.78 per cent. of the issued 
shares of the Company (including the Sale Shares) and owns 
approximately 42.78 per cent. of the issued shares of the 
Company upon completion of the sale and purchase of the 
Sale Shares. The Board has also been informed by Concord 
that it currently intends to continue to hold the remaining 
96,250,000 shares in the Company.
Completion of the sale and purchase of the Sale Shares, has 
taken place on 17th May, 1999. Upon completion, Messrs. 
Charlie Chang and Ong Chor Wei, Alan were appointed to the 
Board as executive directors and Messrs. Cho Wai Sum and 
Chaung Pak Wong, Paul have resigned as executive directors 
of the Company. Mr. Charlie Chang, aged 35, is a 
businessman having over 8 years of experience in and is 
presently involved in the manufacture and sales of luggage 
products. Prior to the establishment of his business, Mr. 
Chang has worked in a US based luggage trading company for 
three years. Mr. Ong Chor Wei, Alan, aged 29, is a finance 
director of the private group involved in the manufacture 
and sales of luggage products controlled by Mr. Charlie 
Chang. Mr. Ong holds a bachelor's degree in laws from the 
London School of Economics and Political Science, the 
University of London, the United Kingdom. He is an 
associate member of the Institute of Chartered Accountants 
of England and Wales, the United Kingdom and an associate 
member of the Hong Kong Society of Accountants. Mr. Ong 
worked in international accounting firm and local 
accounting firms for over six years before he joined the 
luggage group.

Concord and the Purchaser has executed a shareholders* 
agreement upon completion of the Agreement on 17th May, 
1999. The more salient features of such shareholders* 
agreement are summarised as follow:

1.      (a)     Provided that the Purchaser shall own not less 
than 45,000,000 shares in the Company, the Purchaser shall 
have the right to nominate such number of persons to the 
Board, being the higher of (i) the number representing 20 
per cent. of the total number of directors of the Company 
from time to time and (ii) two.

(b)     The quorum of the Board shall be constituted by a 
director from each of Concord and the Purchaser.

2.      Certain important matters of the Group has to be 
approved by all the directors of the Company, including but 
not limited to the incurrence of indebtedness or lending of 
money or acquisition or disposal of any asset or property, 
in any case, of an amount in excess of HK$10 million, 
consolidation, subdivision, reduction or other 
reorganisation of the share capital in the Group.

3.      At any time if any of Concord or the Purchaser wishes 
to transfer any shares in the Company, the other party 
shall have the right to purchase such shares on terms no 
less favourable as proposed between the vendor and the 
proposed purchaser, if there is any, or if there is no such 
purchaser, on the fair market value (based on the average 
of the closing prices of the shares of the Company as 
quoted by The Stock Exchange of Hong Kong Limited for the 
30 trading days prior to the transfer notice and determined 
by the auditors of the Company) of the shares of the 
Company. If the pre-emptive right is not exercised, the 
vendor shall be entitled to transfer the shares on terms no 
less favourable than those offered to the other shareholder 
within a period of 6 months thereafter.
The shares of the Company has been suspended from trading 
on The Stock Exchange of Hong Kong Limited from 10:00 a.m. 
on 18th May, 1999. The Company has applied for resumption 
of trading of its shares on 10:00 a.m. on 19th May, 1999.

By Order of the Board
Chan Cheuk Ho
Director
Hong Kong, 18th May, 1999

The directors of the Company jointly and severally accept 
full responsibility for the accuracy of the information 
contained in this announcement and confirm, having made all 
reasonable inquiries, that to the best of their knowledge, 
opinions expressed in this announcement have been arrived 
at after due and careful consideration and there are no 
other facts not contained in this announcement, the 
omission of which would make any statement in this 
announcement misleading.