HWA KAY THAI H<0155> - 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.

HWA KAY THAI HOLDINGS LIMITED
(Incorporated in Bermuda with limited liability)

DISCLOSEABLE AND SHARE TRANSACTION - ASSET 
ACQUISITION

Further to the announcement dated 25th May, 1999, the board of directors 
of Hwa Kay Thai wish to announce that Shine United Inv. has entered into a 
conditional agreement for the acquisition of shares in Kanssen currently 
beneficially owned by Koon Hung and Swinglai Group and any shareholders' 
loan due to Koon Hung and Swinglai Group outstanding as at the date of 
Completion for a total consideration of HK$42,000,000. 

Kanssen is principally engaged in pipeline anti-corrosion coating.

The consideration will be satisfied as to HK$18,000,000 to be payable in 
cash with the remaining balance of HK$24,000,000 to be satisfied by the 
issue of the Consideration Shares.

The proposed Asset Acquisition constitutes a discloseable and share 
transaction for Hwa Kay Thai under the Listing Rules. Hwa Kay Thai will 
send a circular containing further details on the Asset Acquisition to the 
shareholders and, for information only, holders of the convertible bonds 
of Hwa Kay Thai as soon as practicable.

The S&P Agreement dated 23rd June, 1999 

Parties 

(1)     Purchaser       :  Shine United Inv., a wholly-owned subsidiary of 
Hwa Kay Thai

(2)     Purchaser's Guarantor   :       Hwa Kay Thai

(3)     Vendors :  Koon Hung and Swinglai Group, independent third parties 
not connected with the Directors, chief executive or substantial 
shareholders of Hwa Kay Thai or any of its subsidiaries or any of 
their respective associates (as defined in the Listing Rules)

(4)     Guarantors      :  Leung Tung Fong of Swinglai Group and Leung Tak 
Kin of Koon Hung, independent third parties not connected with the 
Directors, chief executive or substantial shareholders of Hwa Kay 
Thai or any of its subsidiaries or any of their respective associates 
(as defined in the Listing Rules)

Asset Acquired

(1)     60,000 shares of US$1.00 each in Kanssen, representing 
approximately 10.9% of the total issued share capital and representing the 
entire interests held by Koon Hung in Kanssen; 

(2)     60,000 shares of US$1.00 each in Kanssen, representing 
approximately 10.9% of the total 
issued share capital and representing the entire interests held by 
Swinglai Group in Kanssen; 
and

(3)     any shareholders' loan due to Koon Hung and Swinglai Group 
outstanding as at the date of Completion will be assigned to the 
Purchaser. As at the date of this announcement, the shareholders' loan due 
to Koon Hung and Swinglai Group are both amounting to approximately 
HK$1.85 million.

Consideration

The consideration for the Asset Acquisition is HK$42,000,000. The 
consideration was negotiated on an arm's length basis between the Vendors 
and the Purchaser with reference to the consolidated net profit of the 
Kanssen Group attributable to shareholders for the year ending 30th June, 
2000.

Payment Method

 The consideration for the Asset Acquisition will be satisfied as follows:

(1)     as to HK$15,000,000 in aggregate upon signing of the S&P 
Agreement, receipt whereof is acknowledged by each of the Vendors;

(2)     as to HK$24,000,000 to be satisfied by the issue and allotment to 
each of the Vendors (or as it may direct) of the Consideration Shares on 
Completion; and

(3)     as to HK$3,000,000 which shall be paid as to HK$1,500,000 to each 
of the Vendors (or as it may direct) on Completion. 

The Cash Consideration of HK$18,000,000 is to be financed out of internal 
resources of Hwa Kay Thai.

For the Consideration Shares, the issue price of HK$0.12 represents a 
discount of 50% to the closing price of HK$0.24 as of 23rd June, 1999 and 
a discount of approximately 37.2% to the average closing price of the 
Shares of HK$0.191 in the preceding two months prior to the date of 
the S&P Agreement. The Consideration Shares represent approximately 19.16% 
of the issued share capital of Hwa Kay Thai and approximately 16.08% of 
the issued share capital of Hwa Kay Thai as enlarged by the Consideration 
Shares, and are to be issued as to 8.04% to Koon Hung and 8.04% to 
Swinglai Group pursuant to the general mandate granted to the Directors at 
the special general meeting of 9th March, 1999. 

The Consideration Shares shall rank pari passu in all respects with the 
existing Shares but shall not rank for any dividend or distribution 
declared, paid or made by reference to a record date, if any, falling 
before Completion. 

Pursuant to the S&P Agreement, each of the Vendors has unconditionally and 
irrevocably undertaken to Hwa Kay Thai that:

(1)     for a period of 3 months following Completion, they shall not 
transfer, sell, mortgage, charge or otherwise dispose of or encumber the 
whole or any part of the Consideration Shares, or otherwise purport to 
deal with the beneficial interest therein or any right in relation thereto 
separate from the legal interest.

(2)     for a period of 3 months thereafter, they shall not transfer, 
sell, mortgage, charge or otherwise dispose of or encumber the whole or 
any part of 50% of the Consideration Shares, or assign or otherwise 
purport to deal with the beneficial interest therein or any right in 
relation thereto separate from the legal interest. 

Following Completion, Shine United will hold approximately 47.96% of the 
issued share capital of Hwa Kay Thai as enlarged by the Consideration 
Shares.

Conditions

The Completion is conditional upon fulfillment of the following 
conditions:

1.      the warranties contemplated in the S&P Agreement remaining true 
and accurate and not misleading in all material respects at Completion and 
at all times between the date of the S&P Agreement and Completion;

2.      there having been at all times between the date of the S&P 
Agreement and Completion no material adverse change in the respective 
financial, contractual and taxation positions of the members of the 
Kanssen Group;

3.      each of the Vendors having complied fully with the obligations as 
stipulated under the S&P Agreement and otherwise having performed all of 
the covenants and, undertakings required to be performed by it under the 
S&P Agreement between the date of the S&P Agreement and Completion;

4.      any third-party consents under any existing loan or contractual 
documents or approvals from any regulatory and governmental authorities 
that may be required in relation to the transactions contemplated under 
the S&P Agreement having been obtained;

5.      completion by the Purchaser of a due diligence investigation of 
the Kanssen Group to the satisfaction of the Purchaser in the Purchaser's 
sole and absolute opinion;

6.      the Stock Exchange having granted the listing of, and permission 
to deal in, the Consideration Shares; and

7.      the transactions contemplated under the S&P Agreement not 
resulting in the Purchaser's Guarantor being treated by the Stock Exchange 
as a new applicant for listing.

The Purchaser may in its sole discretion waive all or any of the above 
conditions at any time by notice in writing to the Vendors.

If the conditions are not fulfilled prior to the date falling one month 
after the date of the S&P Agreement, then the non-defaulting party may 
defer Completion to a date not more than 28 days after the date of 
Completion or proceed to Completion so far as practicable or rescind the 
S&P Agreement. 

In the event that the S&P Agreement fails for any reason to proceed to 
Completion (other than for reasons due to the Purchaser's default), each 
of the Vendors shall forthwith upon demand repay the Purchaser the full 
amount of the part of the Cash Consideration already paid at the signing 
of the S&P Agreement together with interest thereon at the rate of 12% per 
annum.

Completion

Completion will take place on (i) the date falling 3 business days after 
the date on which the last of the conditions stated above has been 
fulfilled (or waived by the Purchaser) or (ii) such other date as 
the Vendors, the Guarantors, the Purchaser and the Purchaser's Guarantor 
may agree in writing.
Information on Kanssen

Kanssen is owned as to approximately 10.9% by each of the Vendors while 
the remaining 78.2% of the total issued share capital of Kanssen is 
beneficially owned by an independent third party not connected with the 
Directors, chief executive or substantial shareholders of Hwa Kay Thai or 
any of its subsidiaries or any of their respective associates (as defined 
in the Listing Rules).

Kanssen is an investment holding company and its subsidiaries are 
principally engaged in the provision of pipeline anti-corrosion coating 
services, with their businesses focusing on PRC pipe coating, overseas 
pipe coating, coating materials trading, exploring new opportunities in 
pipeline coating industry and some international pipeline coating 
projects. 

For PRC coating business, Kanssen, through one of its wholly-owned 
subsidiaries, has a 55% interests in a joint venture, Shaanxi Yadong 
Anti-Corrosion Co. Ltd.

The remaining 45% interests are held by the Pipeline Bureau of China 
National Petroleum Corporation. The joint venture runs a coating 
plant inside the Baoji Petroleum Steel Pipe and Tube Factory, one of the 
four largest pipe mills in the PRC, in Baoji City of Shaanxi Province. The 
Kanssen Group regards the close vicinity to such large pipe mill as an 
advantage and anticipates that at least 50% of the anti-corrosion work 
required by such large pipe mill will be served by the joint venture. 
The Kanssen Group is currently negotiating a number of projects in the PRC 
with various parties.

For overseas coating business, one of the subsidiaries of Kanssen 
completed a project of providing coating services in the Republic of Sudan 
in December 1998. Through such overseas track record, Kanssen Group is now 
negotiating with various parties on potential projects in Dubai, Turkey, 
Pakistan, Australia, Iran and India. 

For the two years ended 30th June, 1997 and 1998, the audited proforma 
consolidated profit of the Kanssen Group before and after taxation were 
both approximately HK$12.8 million and HK$17.9 million respectively.  No 
provision for taxation was made in the accounts for the two years as the 
operating subsidiaries were all subject to tax exemptions in the countries 
concerned. For the nine months ended 31st March, 1999, the unaudited 
consolidated profit of the Kanssen Group before and after taxation were 
both HK$33.3 million. No taxation has been provided in the accounts for 
the nine months ended 31st March, 1999 as a result of the tax exemptions. 
 
As informed by the management of Kanssen, the increase in the unaudited 
consolidated profit of the Kanssen Group for the nine months ended 31st 
March, 1999 as compared to the audited consolidated profit for the year 
ended 30th June, 1998 is mainly attributable to the fact that the 
majority of the contracts undertaken by the Kanssen Group were completed 
in 1998 as the Kanssen Group was only establisbed in 1996.
 
As at 30th June, 1998, the audited net assets of the Kanssen Group 
amounted to HK$74.8 million. As at 31st March, 1999, the unaudited net 
assets of the Kanssen Group amounted to HK$104.6 million. 

Mr Leung Tung Fong is currently a director of the Kanssen Group. Following 
Completion, Mr Leung will resign as a director of the Kanssen Group. Mr. 
Leung Tak Kin has no management function in the Kanssen Group.

Deed of Profit Guarantee

Pursuant to the S&P Agreement, each of the Vendors and the Guarantors 
shall, jointly and severally, unconditionally and irrevocably guarantee 
and undertake to the Purchaser that for each of the three financial years 
of the Kanssen Group ending 30th June, 2000, 30th June, 2001 and 30th 
June, 2002, the consolidated net profit of the Kanssen Group attributable 
to shareholders as shown in the audited consolidated financial statements 
of the Kanssen Group shall not be less than HK$45,000,000, HK$60,000,000 
and HK$80,000,000 respectively but in any event shall not be less than 
HK$35,000,000, and the aggregate of the consolidated net profit of the 
Kanssen Group attributable to the shareholders as shown in the audited 
consolidated financial statements for the aforesaid three financial years 
shall not be less than HK$185,000,000. In the event that the Guaranteed 
Profits cannot be met, the Vendors shall pay the Purchaser the respective 
shortfall amount in cash within 14 business days after delivery of the 
consolidated financial statements of the Kanssen Group for the year ending 
30th June, 2002 in respect of the Purchaser's shareholding in Kanssen. 

In addition, the audited consolidated financial statements of the Kanssen 
Group must be issued by the auditors of Kanssen with no qualifications or 
disclaimer in respect of their opinions as contained in the financial 
statements.

Reasons for the Asset Acquisition
The Group is principally engaged in the distribution and marketing of 
sportswear in the PRC, with certain investments in properties. It is the 
intention of Shine United to conduct a detailed review on the financial 
position and operations of Hwa Kay Thai following the completion of the 
Financial Transactions as defined in the circular on 13th February, 1999. 

After such review, Shine United will consider whether it is necessary to 
acquire new assets, dispose of, restructure or diversify Hwa Kay Thai's 
business operations or implement other changes with an aim to enhance and 
strengthen the Group's existing operations. 

Although the Directors intend to maintain the Group's principal 
activities, in view of the future prospect and the development potential 
of the business of the Kanssen Group and the pipeline anti-corrosion 
market in general, and after taking into account of the Deed of Profit 
Guarantee under the S&P Agreement, the Directors believe that the Asset 
Acquisition will complement the existing business of the Group and will 
strengthen the earning capability of the Group in the near future to 
support its operations and is beneficial to the Group and its 
shareholders. 

General 

The Asset Acquisition constitutes a discloseable and share transaction on 
the part of Hwa Kay Thai under the Listing Rules.

A circular containing, among other things, further details of the S&P 
Agreement will be despatched to the shareholders and, for information 
only, holders of the convertible bonds of Hwa Kay Thai as soon as 
practicable.

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

DEFINITIONS

"Asset Acquisition"     the acquisition of the Sale Shares and the 
assignment of any shareholders' loan due to Koon Hung and Swinglai Group 
outstanding as at the date of Completion

"Cash Consideration"    the part of the consideration for the Asset 
Acquisition to be satisfied in cash

"Completion"    completion of the sale and purchase of the Sale Shares

"Consideration Shares"  the 200,000,000 Shares at an issue price of 
HK$0.12 per Share to be issued to each of the Vendors as part of the 
consideration for the Asset Acquisition

"Director(s)"   the director(s) of Hwa Kay Thai

"Group" Hwa Kay Thai and its subsidiaries

"Guaranteed Profits"    the guaranteed amount of consolidated net profits 
of the Kanssen Group attributable to shareholders for the three 
financial years ending 30th June, 2002 amounting to HK$185,000,000, 
pursuant to a deed of profit guarantee under the S&P Agreement

"Hwa Kay Thai" or the   Hwa Kay Thai Holdings Limited
   "Purchaser's Guarantor"

"Kanssen"       Kanssen Limited, a company incorporated in the British 
Virgin Island with limited liability

"Kanssen Group" Kanssen and its subsidiaries and joint ventures

"Koon Hung"     Koon Hung Trading Limited, a company incorporated in the 
British Virgin Islands with limited liability and is beneficially owned by 
Leung Tak Kin

"Listing Rules" Rules Governing the Listing of Securities on the Stock 
Exchange

"PRC"   The Peoples' Republic of China

"S&P Agreement" A conditional sale and purchase agreement in relation to 
the Asset Acquisition entered into between the Vendors, the Guarantors, 
the Purchaser, the Purchaser's Guarantor on 23rd June, 1999

"Sale Shares"   the 120,000 shares of US$1 each in the capital of Kanssen 
registered in the name of and beneficially owned by Koon Hung and Swinglai 
Group in equal portion of such shares, which are to be acquired by Shine 
United Inv. from Koon Hung and Swinglai Group pursuant to the S&P 
Agreement

"Share(s)"      share(s) of HK$0.10 each in the capital of Hwa Kay Thai

"Shine United"  Shine United International Inc., a company incorporated in 
the British Virgin Islands with limited liability and wholly owned by Mr. 
Patrick K. C. Wong, controlling approximately 57.15% of the issued Shares 
at the date of this announcement.
"Shine United Inv."     Shine United Investment Limited, a company 
  or the "Purchaser"    incorporated in the British Virgin Islands with 
limited liability and is a wholly-owned subsidiary of Hwa Kay Thai which 
is formed for the sole purpose of holding the Sale Shares

"Stock Exchange"        The Stock Exchange of Hong Kong Limited

"Swinglai Group"        Swinglai Group Limited, a company incorporated in 
the British Virgin Islands with limited liability and is beneficially 
owned by Leung Tung Fong

By Order of the Board
Patrick K. C. Wong
Chairman

Hong Kong, 23rd June, 1999