KING PACIFIC<0072> - 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.

KING PACIFIC INTERNATIONAL HOLDINGS LIMITED
(Incorporated under the laws of Bermuda with limited liability)

PROPOSED ISSUE OF UP TO US$10,000,000 3%
CONVERTIBLE DEBENTURES DUE 2002

ARRANGERS

Deloitte & Touche Corporate Finance Ltd.
Capcol Finance (Asia) Ltd.

The directors (the "Directors") of King Pacific International 
Holdings Limited (the "Company") are pleased to announce that on 
29th September, 1999, the Company entered into a conditional 
subscription agreement (the "Subscription Agreement") with 
Mountwood LLC (the "Subscriber").  Pursuant to the Subscription 
Agreement, the Company has agreed to issue and the Subscriber has 
agreed to subscribe for up to US$10,000,000 (approximately 
HK$77,800,000) 3% convertible debentures (the "Debentures") due 
2002.  The Debentures, when issued, will carry the right to convert 
(the "Conversion Right") into shares ("Shares") of HK$0.10 each 
in the share capital of the Company at the Conversion Price (as 
defined below).

The Debentures bear interest at 3% per annum payable semi-annually 
in arrears on 30th June and 31st December in each year with the first 
interest payment date falling on 31st December 1999.  The 
Debentures will be issued in two tranches of principal amounts of 
US$5,000,000 (approximately HK$38,900,000) (the "Tranche 1 
Debentures") and up to US$5,000,000 (approximately HK$38,900,000) 
(the "Tranche 2 Debentures") respectively.  The subscription and 
issue of the Tranche 1 Debentures is conditional upon, among other 
things, the granting and listing of and permission to deal in Shares 
to be issued upon the exercise of the Conversion Right in respect 
of the Tranche 1 Debentures and the Warrants (as defined below).  
The subscription and issue of the Tranche 2 Debentures is 
conditional upon, among other things, completion of the 
subscription and issue of the Tranche 1 Debentures.

The net proceeds from the issue of the Tranche 1 Debentures and the 
Tranche 2 Debentures are estimated to amount to approximately 
HK$36,200,000 and approximately HK$36,200,000 respectively and are 
intended to be applied as working capital of the Company and its 
subsidiaries (the "Group").

THE SUBSCRIPTION AGREEMENT DATED 29th SEPTEMBER 1999

Issuer:

King Pacific International Holdings Limited

Subscriber:

Mountwood LLC, a private limited company incorporated in the Cayman 
Islands and an accredited investor (as defined in Rule 501(a) of 
the Regulations under the United States Securities Act). The 
beneficial owners of the Subscriber, its directors and managers and 
their respective associates (as defined in the Rules (the "Listing 
Rules") Governing the Listing of Securities on the Stock Exchange 
(the "Stock Exchange")) are independent third parties not 
connected with the directors, chief executive, substantial 
shareholders of the Company or its subsidiaries or any of their 
respective associates (as defined in the Listing Rules).

Principal amount of Debentures:

The principal amount of the Tranche 1 Debentures is US$5,000,000.  
The principal amount of the Tranche 2 Debentures is up to 
US$5,000,000.

Deloitte & Touche Corporate Finance Ltd. and Capcol Finance (Asia) 
Ltd. are the arrangers for the Placing.  The role of Deloitte & 
Touche Corporate Finance Ltd. and Capcol Finance (Asia) Ltd. are 
to introduce the Subscriber to the Company and to liaise with the 
Subscriber on behalf of the Company.  Deloitte & Touche Corporate 
Finance Ltd. and Capcol Finance (Asia) Ltd. did not provide any 
advisory or due diligence services.

Subscription of the Tranche 1 Debentures:

The subscription of the Tranche 1 Debentures is conditional upon, 
among other conditions:

(a)   the Listing Committee of the Stock Exchange having granted 
listing of and permission to deal in the Shares to be issued upon 
the exercise of the Conversion Rights attaching to the Tranche 1 
Debentures and the Warrants (as referred to below);

(b)   none of the warranties made by the Company under the 
Subscription Agreement having been breached in any material respect 
(or, if capable of being remedied, has not been remedied), or is 
misleading or untrue in any material respect; and

(c)   the delivery by the Company to the Subscriber of a legal 
opinion addressed to the Subscriber from the Company's Hong Kong 
and Bermuda lawyers, in an agreed form, covering such matters 
including the legality, validity and enforceability of the 
Subscription Agreement under the laws of Hong Kong.

Completion of the subscription of Tranche 1 Debentures is expected 
to be on the third business day following the satisfaction (or 
waiver) of the conditions (the "Tranche 1 Completion Date").  If 
the Tranche 1 conditions are not fulfilled (or waived by the 
Subscriber) within 60 days from the date of the Subscription 
Agreement, the obligations of the parties in respect of the Tranche 
1 Debentures will lapse.

Subscription of the Tranche 2 Debentures:

The subscription of the Tranche 2 Debentures is conditional upon:

(a)   (if not already obtained) the Listing Committee of the Stock 
Exchange having granted the listing of and permission to deal in 
the Shares to be issued upon exercise of the Conversion Rights 
attaching to the Tranche 2 Debentures and the Warrants (as referred 
to below); and

(b)   the Company having committed no default or breach of the 
Subscription Agreement in respect of the Debentures that are in 
issue.

If the Tranche 2 conditions are not fulfilled (or waived by the 
Subscriber) on the business day immediately prior to the relevant 
completion date, the obligations of the Subscriber to subscribe for 
the Tranche 2 Debentures or such remaining part thereof will lapse.  

Subject to the Tranche 2 conditions being fulfilled (or waived by 
the Subscribers), the Company may, at any time during the period 
(the "Availability Period") commencing from the date falling 90 
days after the Tranche 1 Completion Date and ending on the date 
falling 15 months after the Tranche 1 Completion Date by serving 
a call notice (the "Call Notice"), require the Subscriber to 
subscribe for all or part of the Tranche 2 Debentures provided that, 
among other matters:

(a)   the average closing bid price per Share quoted on the Stock 
Exchange for the trading days in the 30 calendar days prior to the 
date of the relevant Call Notice will be equal to or greater than 
HK$0.70 subject to adjustment;

(b)   the aggregate trading volume of the Shares traded on the Stock 
Exchange in terms of Hong Kong dollar value for the 30 calendar days 
prior to the date of the relevant Call Notice will be equal to or 
greater than HK$35,000,000; and

(c)   the Company may not issue more than 3 Call Notices during the 
Availability Period.

Completion of the Tranche 2 Debentures will take place on the 3rd 
business day following the date of the relevant Call Notice.

OTHER PRINCIPAL TERMS OF THE DEBENTURES

Nature:

Unsecured general obligations

Conversion Period:

The Tranche 1 Debentures and the Tranche 2 Debentures may, subject 
to the terms of the Subscription Agreement, be converted into Shares 
from the date of the issue of the relevant Debentures up to 4:00 
p.m. (Hong Kong time) the third anniversary of the Tranche 1 
Completion Date (the "Maturity Date").

Conversion Price:

The conversion price (the "Conversion Price") for the Debentures 
is the lesser of:

(a)   125% of the closing bid price per Share quoted on the Stock 
Exchange on the trading day immediately before the completion date 
for the issue of the relevant Debenture; or

(b)   93% of the average of the three lowest closing bid prices per 
Share quoted on the Stock Exchange over the 30-calendar day period 
immediately prior to the date of the relevant conversion notice.

The principal amount of the Debentures to be converted will be 
translated into Hong Kong dollars at the United States dollar to 
the Hong Kong dollar exchange rate for telex transfer transactions 
quoted or applied by The Hongkong and Shanghai Banking Corporation 
Limited at or around 11:00 a.m. (Hong Kong time) on the date of 
conversion for the purpose of determining the number of Shares (the 
"Conversion Shares") to be issued on each conversion.  For 
reference purpose, based on the closing bid price per Share of 
HK$0.86 quoted on the Stock Exchange as at 29th September, 1999, 
approximately 45,232,558 Shares and 45,232,558 Shares would be 
issued upon conversion of the Tranche 1 Debentures and the Tranche 
2 Debentures respectively, representing approximately 5.4% and 
5.4% of the existing issued share capital of the Company 
respectively and approximately 5.1% and approximately 4.9% 
respectively of its enlarged issued share capital.

Fraction of Shares upon conversion:

Fractions of Shares will not be issued on conversion but (except 
in cases where any such cash payment would amount to less than HK$100) 
an equivalent cash payment in Hong Kong dollars will be made in the 
Debenture holder in respect of such fraction.

Limitation to conversion:

No Shares will be issued below the par value of HK$0.10 per Share.  
In the event that the Conversion Price falls below the par value, 
the Company is required to redeem the principal amount of the 
Debentures purported to be converted at face value together with 
interest accrued on the tenth business day after the service of a 
conversion notice.

Interest:

3% per annum payable semi-annually in arrears on 30th June and 31st 
December in each year, the first interest payment date will fall 
on 31st December, 1999.

Maturity:

On the Maturity Date, any outstanding Debentures will be 
mandatorily converted into Shares provided that the maximum 
outstanding principal amount of the Debentures that can be 
mandatorily converted will be up to the amount such that the Shares 
to be converted therefrom together with the Conversion Shares that 
are held by the Debenture holder will not trigger the mandatory 
general offer obligation for the Debenture holder and parties 
acting in concert with it under the Hong Kong Code on Takeovers and 
Mergers.  Any outstanding Debentures that cannot be so mandatorily 
converted into Shares will be redeemed by the Company at a 
redemption amount equal to 120% of such outstanding Debentures 
together with accrued interest.

Redemption

In the event that the closing bid price of the Shares falls to a 
level of HK$0.53 per Share or less and remain at such level for a 
period of ten consecutive trading days, the Company may, by notice, 
redeem the Debentures (or such part thereof).  If the redemption 
notice is served during the period from day 1 to day 120 after the 
issue of the relevant Debenture, or from day 121 to day 240 after 
such issue date or from day 241 to day 360 after such issue date 
or from day 361 to day 480 after such issue date or from day 481 
and thereafter, the redemption amount will be 110%, 115%, 120%, 125% 
and 130% respectively of the principal amount of the Debentures to 
be so redeemed.

Upon the occurrence of an event of default as provided below, the 
Debenture holders holding a majority in value of the outstanding 
Debentures may require the Company to redeem the whole (but not part) 
of the outstanding principal amount of the Debentures at a 
redemption amount equal to 120% of such outstanding principal 
amount together with accrued interest:

(a)   a default is made in the payment of the principal or premium 
(if any) or in the payment of interest, in respect of any of the 
Debentures when and as the same ought to be paid in accordance with 
the Subscription Agreements and such default continues for a period 
of 5 days; or

(b)   a default is made by the Company in the performance of any 
covenant, condition or provision contained in the Subscription 
Agreement to be performed by the Company.

Status:

The Conversion Shares will, when allotted and issued, rank pari 
passu with all other Shares in issue on the date of conversion in 
all respects.

Listing:

The Debentures will not be listed on the Stock Exchange or any of 
the stock exchange. An application will be made to the Stock 
Exchange for the listing of, and permission to deal in, the 
Conversion Shares.

Transferability:

The Debentures may only be assigned or transferred in whole or in 
part (a) (in whole multiples of US$50,000) of its outstanding 
principal amount to (a) an associate of the Subscriber on terms that 
if such transferee ceases to be an associate of the Subscriber, it 
will have to transfer the Debenture to another associate of the 
Subscriber; (b) one or more funds with which the Subscriber is 
affiliated or has management agreements and (c) such other 
transferee as may be consented to in advance by the Company (such 
consent not to be unreasonably withheld) and (if so required), 
subject, in each case, to the prior approval of the Stock Exchange.  
The Company and its directors will provide an undertaking to the 
Stock Exchange that they will notify the Stock Exchange of any 
assignment or transfer of the Debentures immediately.

Lock-up period

The Company will not issue any Shares or other securities 
convertible into Shares within 60 days from the Tranche 1 Completion 
Date or within 60 days prior to and within 60 days following the 
date of any Call Notice and (other than options granted under the 
Company's employee share option scheme and Shares issued pursuant 
thereto) as long as any of the Debentures remains outstanding, the 
Company may not issue Shares or securities convertible into Shares 
in any 30-day period that exceed 35% of the aggregate trading volume 
of the Shares over the 30 days preceding such issue unless the 
Subscriber is given the first right of refusal in respect of such issue.

Warrants

Each Debenture holder will be entitled to be issued, by way of bonus, 
on the relevant completion date for the issue of the relevant 
Debentures, warrants ("Warrants") carrying rights to subscribe an 
amount equivalent to 15% of the principal amount of the relevant 
Debenture for Shares.  The exercise price for the Warrants is 125% 
of the closing bid price per Share quoted on the Stock Exchange on 
the Tranche 1 Completion Date (subject to adjustment) and the 
Warrants expire on the 4th anniversary of the Tranche 1 Completion Date.  

The Warrants will not be listed on the Stock Exchange and any other 
stock Exchange.  Any issue of the Warrants will have to comply with 
Chapter 15 of the Listing Rules.  Shares issued following the 
exercise of the Warrants will rank pari passu with the Shares in 
issue at the date of the exercise.   An application will be made 
for the listing of the Shares that will be issued upon the exercise 
of the Warrants.

Assuming that the exercise price of the Warrants is HK$1.08 being 
125% of the closing bid price per Share on 29th September, 1999, 
a maximum of 10,805,556 Shares will be issued representing 
approximately 1.3% of the Company's existing issued share capital 
and assuming that the exercise price is HK$0.10 per Shares being 
the par value of the Share, a maximum of 116,700,000 Shares will 
be issued representing approximately 13.9% of the Company's 
existing issued share capital.

PROCEEDS OF THE ISSUE OF THE DEBENTURES

The Group is principally engaged in building construction and 
maintenance, property investment and development, restaurant 
operations and other investment activities.  The net proceeds of 
the issue of the Tranche 1 Debentures and the Tranche 2 Debentures 
are estimated to be approximately HK$36,200,000 and approximately 
HK$36,200,000 respectively.  The net proceeds from the issue of the 
Debentures are intended to be applied as general working capital 
of the Group.

REASON FOR THE ISSUE OF DEBENTURES

The terms and conditions of the Subscription Agreement were 
negotiated by the Company and the Subscriber on an arm's length 
basis.  The Directors consider that the terms of the Subscription 
Agreement are fair and reasonable so far as the Company's 
shareholders are concerned.

The Directors believe that the transactions contemplated under the 
Subscription Agreement would allow greater flexibility for the 
Group to plan its budget and will provide the Group with an 
alternative source of funds to meet its working capital 
requirements within the 18-month period following the completion 
of the issue of the Debentures insofar as the conditions attached 
thereto are satisfied or waived.  Furthermore, the issue of the 
Debentures does not have immediate dilution effect on the 
shareholding of the existing shareholders.

GENERAL MANDATE

The 20% mandate granted to the Directors by shareholders of the 
Company at its special general meeting held on 13th May, 1999 is 
sufficient to cover the issue of Shares pursuant to the exercise 
of the Conversion Rights attaching to the Debentures and the 
subscription rights attaching to the Warrants.


By order of the board
King Pacific International Holdings Limited
Cheng Chao Ming
Managing Director

Hong Kong, 29th September, 1999