PEARL ORIENTAL<0988> - Announcement & Resumption

Pearl Oriental Holdings Limited

Placing of existing shares and subscription for new shares

Charcon Assets Limited (the "Vendor") is the controlling shareholder of
Pearl Oriental Holdings Limited (the "Company", together with its
subsidiaries and associated companies, the "Group"). The Vendor has
appointed Kingsway SW Securities Limited, South China Securities Limited,
Tai Fook Securities Company Limited, Cresvale Hong Kong Limited and Core
Pacific-Yamaichi International (H.K.) Limited as placing agents (the
"Placing Agents") and Cheung's Securities Brokers Limited as sub-placing
agent (the "Sub-placing Agent") to place 310,000,000 existing shares (the
"Placing Shares") of HK$0.10 each ("Shares") in the Company at a price of
HK$0.216 per Share to independent investors (the "Placing"). The Vendor
has also agreed to subscribe, upon completion of the Placing, for
310,000,000 new Shares (the "Subscription") at HK$0.216 per Share.

The net proceeds from the Subscription amounting to approximately HK$65
million will be used for general working capital including expansion and
development of internet stock trading services, information technology and
telecommunications businesses of the Group.

The Vendor currently holds about 64.06% of the Company's existing issued
share capital. The shareholding of the Vendor will be reduced to about
61.07% of the Company's existing issued share capital upon completion of
the Placing and the shareholding of the Vendor will be increased to about
62.20% of the enlarged issued share capital of the Company upon completion
of the Subscription.

PLACING AGREEMENT DATED 26 JUNE, 1999

Vendor:

Charcon Assets Limited, the controlling shareholder of the Company, is
beneficially owned by Mr Wong Yuk Kwan (Alias: Wong Kwan), the Chairman
and Chief Executive of the Company.

Number of Shares to be placed:

310,000,000 Placing Shares in aggregate, representing about 2.99% of the
existing issued share capital of the Company and about 2.90% of the issued
share capital of the Company as enlarged by the Subscription.

Placement to:

Independent professional, institutional investors and/or other independent
investors.

Placing price:

HK$0.216 per Share, representing a discount of about 7.69% to the closing
price of HK$0.234 per Share as quoted on the Stock Exchange on 24 June,
1999 and a discount of about 1.37% to the average closing price of
HK$0.219 per Share as quoted on the Stock Exchange for the 10 trading days
up to and including 24 June, 1999.

Rights:

The Placing Shares will be sold free of any third party rights together
with all rights to receive all dividends and distributions declared, made
or paid on or after the date of completion of the Placing.

Placing Agents:

Kingsway SW Securities Limited, South China Securities Limited, Tai Fook
Securities Company Limited, Cresvale Hong Kong Limited and Core
Pacific-Yamaichi International (H.K.) Limited as placing agents and
Cheung's Securities Brokers Limited as sub-placing agent.

Independence of placees and Placing Agents:

The placees and the Placing Agents are independent of, and not connected
with, the Vendor, the directors, chief executive and substantial
shareholders of the Company and any of its subsidiaries or any of their
respective associates (as defined in the Rules Governing the Listing of
Securities (the "Listing Rules") on the Stock Exchange).

The Sub-placing Agent is an associate (as defined in the Listing Rules) of
Mr Cheung Haywood, an independent non-executive director of the Company.
However, the Placing commission of 2.5% on the proceeds of its portion of
28.4 million Placing Shares is diminutive and thus exempted from the
disclosure requirements in respect of a connected transaction under Rule
14.24(5) of the Listing Rules.

Conditions of the Placing:

The Placing is unconditional.

Completion of the Placing:
Expected on or before 30 June, 1999.

SUBSCRIPTION

Subscriber:

Charcon Assets Limited

Number of new Shares to be subscribed for:

310,000,000 new Shares, representing about 2.99% of the existing issued
share capital of the Company and about 2.90% of the issued share capital
of the Company as enlarged by the Subscription.

Subscription price:

HK$0.216 per Share, which is the same as the Placing price. The Company
will pay the costs and expenses in connection with the Placing and the
Subscription.

Mandate to issue new Shares:

The new Shares will be issued under the general mandate granted to the
directors of the Company at the annual general meeting held on 23 June
1999.

Ranking of the new Shares:

The new Shares, when fully paid, will rank equally with the Shares in
issue on the date of allotment and issue of the new Shares.

Conditions of the Subscription:

The Subscription is conditional upon:

1.        the completion of the Placing; and

2.        the Listing Committee of the Stock Exchange granting listing of
and permission to deal in the new Shares.

The Subscription must be completed within 14 days from the date of the
Placing Agreement, failing which the Subscription shall cease and
terminate. The Company shall apply to the Listing Committee for the
listing of and permission to deal in the new Shares.

EFFECTS ON SHAREHOLDING

The shareholding of the Vendor in the Company before and after the Placing
and the Subscription are and will be as follows respectively:

Existing shareholding                                   64.06%
After the Placing but before the Subscription           61.07%
After the Placing and the Subscription                  62.20%

REASON FOR THE PLACING AND THE SUBSCRIPTION AND USE OF PROCEEDS

The directors consider that it is in the interest of the Company to raise
further capital from the equity market to enhance the capital base of the
Company. Net proceeds from the Subscription estimated to be approximately
HK$65 million will be used for general working capital, including
approximately HK$30 million to be incurred in the course of expansion and
development of internet stock trading services, information technology and
telecommunications businesses of the Group.

PRINCIPAL BUSINESS OF THE COMPANY

The Company is an investment holding company and its subsidiaries are
engaged in property investment, development and trading, project
management, hotel management and consultancy, financial services as well
as telecommunications and information technology businesses.

RESUMPTION OF TRADING

Trading in the Shares on the Stock Exchange was suspended from 10:00 a.m.
on Friday, 25 June, 1999 at the request of the Company pending the issue
of this announcement. Application has been made to the Stock Exchange for
resumption of trading in the Shares with effect from 10:00 a.m. on Monday,
28 June, 1999.

        By order of the Board
        Pearl Oriental Holdings Limited
        Wong Kwan
        Chairman & Chief Executive


Hong Kong, 26 June, 1999