GOODWILL INV<0378>-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. This
announcement  is for information purposes only and does not constitute
an  invitation  or  offer  to  acquire, purchase or subscribe for
securities.

GOODWILL INVESTMENT (HOLDINGS) LIMITED
(Incorporated in Bermuda with limited liability)

ACQUISITION OF e2-CAPITAL LIMITED
(MAJOR AND CONNECTED TRANSACTION)

ACQUISITION OF INTEREST IN PACIFIC CONNECTIONS LIMITED
(SHARE TRANSACTION)

GRANTING OF OPTION TO GOODWILL INTERNATIONAL (HOLDINGS) LIMITED
TO ACQUIRE AN INTEREST IN BOXMORE LIMITED
(CONNECTED TRANSACTION)

ACQUISITION OF INTEREST IN
KEITH STATHAM ASSOCIATES LIMITED

POSSIBLE ACQUISITION OF GOODWILL
FINANCIAL SERVICES (HOLDINGS) LIMITED

PLACING OF NEW SHARES
PROPOSED CHANGE OF NAME OF THE COMPANY
PROPOSED INCREASE IN AUTHORISED SHARE CAPITAL

Financial Adviser to

GOODWILL INVESTMENT (HOLDINGS) LIMITED

JARDINE FLEMING SECURITIES LIMITED

The  directors  of  the Company announce that in connection with
the  transactions  contemplated  under  the Proposal, the following
conditional agreements were entered into on 26th February, 2000:

-e2-Capital  Acquisition  Agreement:  Pursuant to this agreement, the
Company  conditionally  agreed  to  acquire the entire issued share
capital  of  e2-Capital  from  ECI.  The consideration amounts to
HK348,000,000  and is to be satisfied by the issue of 290,000,000 new
Shares  at  the  issue  price of HK$1.20 per Share. The e2-Capital
Acquisition  constitutes  a  major and connected transaction of the
Company under the Listing Rules.

-PCL  Acquisition  Agreement: Pursuant to this agreement, the Company
conditionally  agreed  to acquire 20% of the issued share capital of
PCL  from CDC. The consideration amounts to HK$35,004,000 and is to be
satisfied  by the issue of 29,170,000 new Shares at the issue price of
HK$1.20  per  Share.  The  PCL  Acquisition  constitutes a share
transaction  of the Company under the Listing Rules. 

- KSA Acquisition  Agreement:  Pursuant  to  this agreement, the Company
conditionally  agreed  to acquire the entire issued share capital of
KSA  from Keith Arthur Statham, Chan Nim Wo, Anthony Nedderman and Siu
Wan  Tak,  Lisa. The consideration amounts to HK$50,000,000 and is to
be satisfied in cash.

-Boxmore  Option  Agreement:  Pursuant  to this agreement, Goodwill
International  (BVI)  Limited  and  Crebox  Limited, wholly-owned
subsidiaries  of the Company, have conditionally granted an option to
Goodwill  International, the Company's controlling shareholder holding
approximately  51.9%  of the issued share capital of the Company, to
acquire  up to 88% of the issued share capital of Boxmore, which is a
subsidiary  of  the  Company,  exercisable within one year from the
completion  of the e2-Capital Acquisition at the total exercise price
of  HK$88,000,000 for such 88% interest (or part thereof on a pro rata
basis).  The granting of the Boxmore Option by the Company to Goodwill
International  constitutes  a  connected transaction of the Company
under the Listing Rules.

-Share  Placing Agreement: Pursuant to this agreement, Jardine Fleming
has  conditionally agreed to procure subscriber(s) to subscribe for up
to 230,000,000 Shares on a best-efforts basis.

Completions  of  the  above agreements are conditional upon certain
conditions  as  set  out  below  under the various sections headed
`Conditions of the acquisition'.

The  Company  and  Goodwill Investment (BVI) Limited, a wholly-owned
subsidiary  of  the Company, have entered into a non-legally binding
memorandum  of  understanding  with the other shareholders of GFS, a
company  indirectly owned as to 40% by the Company, in connection with
the  possible acquisition by Goodwill Investment (BVI) Limited of the
other  shareholders'  interests  in GFS. The proposed consideration
amounts  to  HK$57,000,000 and is to be satisfied as to HK$28,500,000
by  the  issue of 23,750,000 new Shares at the issue price of HK$1.20
per  Share  and  as to the balance in cash. The entry into a binding
agreement  to effect the GFS Acquisition and the fulfilment or waiver
of  any  conditions precedent thereto are conditions precedent to the
e2-Capital Acquisition.

The  directors  of  the  Company propose to increase the authorised
share  capital  of  the Company to US$200,000,000 by the creation of
1,000,000,000 additional Shares.

Upon  completion  of the e2-Capital Acquisition Agreement and subject
to  approval of the Shareholders, the English name of the Company will
be changed to `e2-Capital (Holdings) Limited'.

The  Shareholders  are urged to note that the transactions set out in
the  Proposal  may  or  may  not proceed. Shareholders and public
investors  are  therefore  reminded to exercise all due caution when
dealing in the Shares of the Company.

Trading  in  the  Shares was suspended at the request of the Company
with  effect  from 10:00 a.m. on 14th February, 2000. An application
has  been made to the Stock Exchange for the resumption of trading in
the Shares with effect from 10:00 a.m. on 28th February, 2000.

ACQUISITION AGREEMENTS
e2-Capital Acquisition Agreement
Date
26th February, 2000
Parties
Vendor:                        ECI                           
Purchaser:                     The Company                   
Warrantors:                    Wong Sin Just, Tam Yuk Ching, Jenny        
                 
Wong  Sin  Just  and  Tam  Yuk Ching, Jenny are the co-founders of
e2-Capital  and  the substantial shareholders in ECI. Under the terms
of  the e2-Capital Acquisition Agreement, it is proposed that Wong Sin
Just  become a director of the Company on completion of the e2-Capital
Acquisition.

ECI  is  independent  of the current directors, chief executive and
substantial  Shareholders  of the Company, any of its subsidiaries or
their  respective  Associates. ECI and e2-Capital are independent of
the  other  parties  to the transactions (other than the e2-Capital
Acquisition) set out in this announcement.

Assets to be acquired
The  e2-Capital  Shares, representing the entire issued share capital
of  e2-Capital,  will  be  acquired by the Company pursuant to the
e2-Capital  Acquisition  Agreement.  The  business of e2-Capital is
summarised  in  the section headed `Information on e2-Capital' below.

Consideration
The  agreed consideration for the e2-Capital Shares of HK$348,000,000
is  payable  by the Company by the issue and allotment to ECI of the
e2-Capital  Consideration  Shares  at the issue price of HK$1.20 per
Share.  The  e2-Capital Consideration Shares will rank pari passu in
all  respects with all existing Shares, including the right to receive
all  future dividends and distributions declared, made or paid by the
Company  on  or  after  the  date of completion of the e2-Capital
Acquisition Agreement.

The  agreed consideration for the e2-Capital Shares was determined on
the  basis  of  arm's  length  negotiations with reference to the
independent  valuation  by  Chesterton Petty Limited, an independent
firm  of  professional valuers, of e2-Capital of HK$490,000,000 as at
26th  February,  2000. The agreed consideration represents a discount
of  approximately  29.0%  to Chesterton Petty Limited's independent
valuation.  On  this basis, the directors of the Company consider the
consideration  for the e2-Capital Acquisition of HK$348,000,000 to be
fair and reasonable.

The  e2-Capital  Consideration  Shares represent: (i) approximately
50.0%  of  the  existing  issued share capital of the Company; (ii)
approximately  33.4%  of  the issued share capital of the Company as
enlarged  by the e2-Capital Acquisition; (iii) approximately 32.5% of
the  issued share capital of the Company as enlarged by the e2-Capital
Acquisition  and the possible GFS Acquisition; and (iv) approximately
25.2%  of  the issued share capital of the Company as enlarged by the
e2-Capital  Acquisition,  the  possible  GFS  Acquisition, the PCL
Acquisition  and  the  Share Placing (assuming the maximum number of
Placing  Shares  are issued pursuant to the Share Placing Agreement).

Issue price
The  issue  price of HK$1.20 per Share was determined on the basis of
arm's  length negotiation with reference to the average closing price
of  HK$1.19  per  Share over the 10 trading days up to and including
11th  February,  2000, the last day of trading in the Shares prior to
suspension  of  trading  in  the  Shares  pending  issue of this
announcement.  The  issue price of HK$1.20 represents: (i) a discount
of  approximately  46.7% to the closing price of HK$2.25 per Share on
11th  February,  2000; and (ii) a premium of approximately 0.8% over
the  average  closing price of HK$1.19 per Share over the 10 trading
days  up  to  and including 11th February, 2000. Such issue price of
HK$1.20  per  Share  also represents a premium of approximately 1.7%
over  the Company's audited consolidated net asset value per Share of
approximately HK$1.18 as at 31st December, 1998.

Conditions of the acquisition
Completion  of  the  e2-Capital Acquisition Agreement is conditional
upon,  among  other conditions, the following conditions having been
fulfilled or waived:

(a) the  passing of a resolution by the Shareholders at a special general
meeting approving the e2-Capital Acquisition Agreement;

(b) the  passing  of  all necessary resolutions by the Shareholders at a
special  general meeting approving: (i) the increase in the authorised
share  capital  of  the Company; (ii) the issue and allotment of the
e2-Capital  Consideration  Shares to ECI; and (iii) the change of the
English name of the Company to `e2-Capital (Holdings) Limited';

(c) the  granting  by the Stock Exchange of a listing of, and permission
to deal in, the e2-Capital Consideration Shares;

(d) the  completion of due diligence on e2-Capital and the Company to the
reasonable satisfaction of the Company and ECI respectively;

(e) the  execution of service agreements between the Company and Wong Sin
Just and Tam Yuk Ching Jenny respectively;

(f) the  entry  into  an agreement to effect the GFS Acquisition and the
fulfillment or waiver of any conditions precedent thereto;

(g) all  necessary  consents, licenses, authorisations, waivers, orders,
grants,  confirmations,  permission, registration and other approvals
in  connection  with the e2-Capital Acquisition having been obtained
from  the  relevant  governmental or regulatory authorities or third
parties  and  remaining in full force and effect (including approval
from the SFC to the change of control of e2-Capital); and

(h) the  warranties  in  the e2-Capital Acquisition Agreement remaining
true  and  correct and not misleading at completion of the e2-Capital
Acquisition Agreement.

Completion of the acquisition
Completion  is  expected to take place on the third business day once
the  last  of the conditions to the e2-Capital Acquisition Agreement
has  been  fulfilled  or  waived.  It is expected that the date of
completion  will  be  in  mid-April.  In the event that the above
conditions  of the e2-Capital Acquisition Agreement are not fulfilled
or  waived  by  1st June, 2000, the e2-Capital Acquisition Agreement
will lapse.

PCL Acquisition Agreement
Date
26th February, 2000
Parties
Vendor:                        CDC                           
Purchaser:                     The Company                   
                                                             
CDC  and  PCL  are independent of the directors, chief executive and
substantial  Shareholders  of the Company, any of its subsidiaries or
their  respective  Associates.  CDC  is the beneficial owner of the
entire  issued  share capital of PCL. CDC and PCL are independent of
the  other  parties  to  the  transactions  (other  than the PCL
Acquisition) set out in this announcement.

Assets to be acquired
The  PCL  Shares,  representing  20%  of the existing issued share
capital  of  PCL, will be acquired by the Company pursuant to the PCL
Acquisition  Agreement.  The  business  of PCL is summarised in the
section headed `Information on PCL' below.

Consideration
The  agreed  consideration  for  the PCL Shares of HK$35,004,000 is
payable  by  the Company by the issue and allotment to CDC of the PCL
Consideration  Shares  at the issue price of HK$1.20 per Share (which
is  equal to the issue price of the e2-Capital Consideration Shares).
The  PCL  Consideration  Shares will rank pari passu in all respects
with  all  existing Shares, including the right to receive all future
dividends  and distributions declared, made or paid by the Company on
or after the date of completion of the PCL Acquisition Agreement.

The  agreed  consideration  for the PCL Shares was determined on the
basis  of  arm's length negotiations with particular reference to the
revenue  prospects of PCL's specialised Internet consultancy business
and  the  potential benefit that can be achieved from the acquisition
of  PCL by the Company. An independent firm of professional valuers is
in  the process of being appointed by CDC to undertake an independent
valuation of PCL.

The  PCL  Consideration  Shares represent: (i) approximately 5.0% of
the  of  the  existing issued share capital of the Company; and (ii)
approximately  4.8%  of  the issued share capital of the Company as
enlarged by the PCL Acquisition.

Conditions of the acquisition
Completion  of  the  PCL  Acquisition  under  the PCL Acquisition
Agreement  is conditional upon, among other conditions, the following
conditions having been fulfilled or waived:

(a)
the  passing  of  all necessary resolutions by the Shareholders at a
special  general meeting approving the issue and allotment of the PCL
Consideration Shares;

(b)
the  passing of all relevant resolutions by the board of directors of
PCL and CDC;

(c)
the  granting  by the Stock Exchange of a listing of, and permission
to deal in, the PCL Consideration Shares;

(d)
completion  of due diligence on PCL to the reasonable satisfaction of
the Company; and

(e)
production  of  an independent valuation report on PCL provided by an
independent  valuer appointed by CDC confirming a valuation of PCL of
no less than HK$175,020,000.

Completion of the acquisition
Completion  is  expected to take place on the third business day once
the  last of the conditions to the PCL Acquisition Agreement has been
fulfilled  or  waived. It is expected that the date of completion of
the  PCL Acquisition Agreement will be in mid-April. In the event that
the  above  conditions  of  the  PCL Acquisition Agreement are not
fulfilled  or waived by 1st June, 2000, the PCL Acquisition Agreement
will lapse.

KSA Acquisition Agreement
Date
26th February, 2000
Parties
Vendors:                       Keith Arthur Statham, Chan    
                               Nim Wo, Anthony Nedderman and 
                               Siu Wan Tak Lisa              
Purchaser:                     The Company                   
                                                             
Each  of  the  KSA  Vendors is independent of the directors, chief
executive  and  substantial  Shareholders of the Company, any of its
subsidiaries  or their respective Associates. Each of the KSA Vendors
is  independent  of the other parties to the transactions (other than
the KSA Acquisition) set out in this announcement.

Assets to be acquired
The  KSA Shares, representing the entire issued share capital of KSA,
will  be  acquired  by  the Company pursuant to the KSA Acquisition
Agreement.  The  business of KSA is summarised in the section headed
`Information on KSA'.

Consideration
The  agreed  consideration  for the KSA Shares of HK$50,000,000 was
determined  on  the  basis of arm's length negotiations. Such agreed
consideration is payable by the Company in cash.

Conditions of the acquisition
Completion  of  the  KSA Acquisition Agreement is conditional upon,
among  other  conditions,  the  following  conditions having been
fulfilled or waived:

(a)
completion  of  the  placing  of  a minimum of 100,000,000 Shares
pursuant to the Share Placing Agreement;

(b)
completion  of  due diligence on KSA in good faith to the reasonable
satisfaction of the Company;

(c)
the  production  of audited financial statements of KSA for the nine
months  ending  31st December, 1999 prepared by an accounting firm to
the  satisfaction  of the Company showing a net asset value of KSA as
at 31st December, 1999 of not less than HK$1,400,000; and

(d)
the  execution  of  service agreements between KSA and each of Keith
Arthur Statham, Chan Nim Wo and Siu Wan Tak Lisa.

Completion of the acquisition
Subject  to all the other conditions to completion being fulfilled or
waived,  completion  of the KSA Acquisition Agreement is expected to
take  place on or before the seventh business day after completion of
the  Share Placing. It is expected that the date of completion of the
KSA  Acquisition Agreement will be in mid-April. In the event that the
above  conditions  of the KSA Acquisition Agreement are not fulfilled
or  waived  by  1st  June, 2000, the KSA Acquisition Agreement will
lapse.

POSSIBLE GFS ACQUISITION
On  26th  February, 2000, the Company, which indirectly holds 40% of
the  issued  share capital of GFS through its wholly-owned subsidiary
Goodwill  Investment (BVI) Limited, together with Goodwill Investment
(BVI)  Limited,  entered  into  a non-legally binding memorandum of
understanding  with the other two shareholders of GFS, namely, Jardine
Fleming  (B.V.I.)  Investment  Limited  and Great Mark Investments
Limited,  regarding  the  acquisition  by Goodwill Investment (BVI)
Limited  of the remaining 60% interest in GFS, which is currently held
equally  between them. Jardine Fleming (B.V.I.) Investment Limited is
a  wholly-owned  subsidiary of Jardine Fleming Holdings Limited which
holds  the  entire  issued capital of Jardine Fleming. The proposed
total  consideration  payable by Goodwill Investment (BVI) Limited to
Jardine  Fleming  (B.V.I.)  Investment  Limited  and  Great Mark
Investments  Limited  for  the  GFS Acquisition of HK$57,000,000 is
expected  to be satisfied as to HK$28,500,000 by the issue of the GFS
Consideration  Shares  at the issue price of HK$1.20 per Share and as
to  the  balance in cash. The GFS Consideration Shares represent: (i)
approximately  4.1%  of  the  existing issued share capital of the
Company;  and  (ii) approximately 3.9% of the issued share capital of
the  Company  as enlarged by the GFS Acquisition. The issue price of
HK$1.20  per Share would be equal to the issue price of the e2-Capital
Consideration Shares and the PCL Consideration Shares.

It  is  expected  that  the GFS Acquisition will be conditional on,
among  other  conditions,  the  following  conditions having been
fulfilled or waived;

(a)
necessary  approvals  of the change of control of the relevant member
of  GFS  and its subsidiaries from the Stock Exchange, the Hong Kong
Futures Exchange Limited and the SFC;

(b)
the  passing  of resolutions by the Shareholders at a special general
meeting  to  approve the increase in authorised share capital of the
Company  and the issue and allotment of the GFS Consideration Shares;


(c)
the  granting  by the Stock Exchange of a listing of, and permission
to deal in, the GFS Consideration Shares;

(d)
the e-2 Capital Acquisition Agreement becoming unconditional;

(e)
the Share Placing Agreement becoming unconditional;

(f)
all  necessary  consents, licences, authorisations, waivers, orders,
grants,  confirmations, permissions, registrations and other approvals
in  connection with the GFS Acquisition having been obtained from the
relevant governmental or regulatory authorities; and

(g)
the  warranties  given  in  connection  with  the GFS Acquisition
remaining true and correct and not misleading at completion.

GFS  and  its subsidiaries are engaged in the provision of financial
services  including  securities  brokerage,  margin  financing and
corporate  finance  services. For the year ended 31st December, 1998,
the  audited  consolidated  net loss of GFS and its subsidiaries was
approximately  HK$56,894,000.  The audited consolidated net assets of
GFS  and its subsidiaries were approximately HK$65,802,000 as at 31st
December, 1998.

The  directors  of the Company note that the entry into an agreement
to  effect  the  GFS Acquisition and the fulfilment or waiver of any
conditions  precedent  thereto are conditions precedent to completion
of  the e2-Capital Acquisition Agreement. Since no final agreement has
been  reached as to the terms of the GFS Acquisition, Shareholders and
investors  in the Company should note that the GFS Acquisition may or
may not proceed.

Boxmore Option
Date
26th February, 2000

Parties
Grantors:                      Goodwill International (BVI)  
                               Limited and Crebox Limited    

Grantee:                       Goodwill International        

Warrantor:                     the Company                   
                                                            
Goodwill  International is the controlling shareholder of the Company
currently  holding  approximately 51.9% of the existing issued share
capital  of the Company. Boxmore is indirectly held by the Company as
to  an  aggregate  of  88% of its issued share capital through its
subsidiaries,  Goodwill  International  (BVI)  Limited  and Crebox
Limited.

Terms of the Boxmore Option Agreement
Goodwill  International  (BVI)  Limited  and  Crebox Limited have
together  granted to Goodwill International an option to acquire up to
an  aggregate  of  6,502,672  shares in the issued share capital of
Boxmore,  representing  88% of its issued share capital. Such option
shall  become  exercisable  upon  the completion of the e2-Capital
Acquisition  for a period of one year thereafter at the total price of
HK$88,000,000  to  be settled in cash for the 88% interest in Boxmore
(or  part thereof on a pro rata basis). The remaining 12% interest in
Boxmore  is indirectly held by Yue Xiu Enterprises (Holdings) Limited.
Boxmore  owns  the entire issued share capital of Winbox, which has a
number  of  subsidiaries forming the Winbox Group. The net assets of
the  Winbox  Group are Boxmore's sole asset. The business of Boxmore
and  its subsidiaries is summarised in the section headed `Information
on Boxmore' below.

Exercise price
The  total  exercise price of HK$88,000,000 (or part thereof on a pro
rata  basis)  was reached following arm's length negotiations between
the  Company and Goodwill International with reference to the audited
consolidated  net asset value of the Winbox Group as at 31 March, 1999
of  approximately  HK$8.93 per Boxmore share (being the consolidated
net  asset  value  of  the  Winbox Group as at 31st March, 1999 of
HK$65,947,251  divided by the total number of issued shares of Boxmore
of  7,389,400 shares as at the date of this announcement). The maximum
exercise  price of HK$88,000,000, which is equivalent to HK$13.53 per
Boxmore  share  (being HK$88,000,000 divided by the number of issued
Boxmore  shares  representing  88%  of the issued share capital of
Boxmore  as  at  the date of this announcement of 6,502,672 shares),
represents  a  premium  of  approximately  51.5% over the audited
consolidated  net  asset value of the Winbox Group as at 31st March,
1999.  On  this  basis,  the directors of the Company consider the
exercise  price  to be fair and reasonable so far as the Shareholders
are concerned.

Condition
The  granting  of the Boxmore Option is conditional upon the passing
of  an  ordinary  resolution  by  Shareholders other than Goodwill
International  and Mr. Fung Ka Pun at a special general meeting of the
Company.

Share Placing
Date
26th February, 2000

Parties
Company:                       The Company                   
Agent:                         Jardine Fleming               
                                                             
Jardine  Fleming  is not connected with the Company and its existing
directors,  chief  executives  or  substantial shareholders of the
Company,  or any of its subsidiaries, or an Associate of any of them.
Jardine  Fleming  is  a  wholly-owned subsidiary of Jardine Fleming
Holdings  Limited,  which through Jardine Fleming (B.V.I.) Investment
Limited,  also  its wholly-owned subsidiary, holds a 30% interest in
GFS.  As  noted above, the Company, which indirectly owns 40% of the
issued  share  capital of GFS, has, together with Goodwill Investment
(BVI)  Limited,  entered  into  a non-legally binding memorandum of
understanding  with  Jardine Fleming (B.V.I.) Investment Limited and
the  other shareholder of GFS in relation to the proposed acquisition
by  Goodwill Investment (BVI) Limited of the remaining 60% interest in
GFS,  which includes the 30% interest held by Jardine Fleming (B.V.I.)
Investment Limited.

Number  of  new  Shares issued under the Share Placing and the issue
price

Jardine  Fleming  has  agreed under the Share Placing Agreement, to
serve  as the agent of the Company to seek to procure subscribers for
up  to  230,000,000  new Shares on a best-efforts basis. 230,000,000
Shares  represent:  (i)  approximately 39.7% of the existing of the
existing  issued  capital of the Company; (ii) approximately 20.5% of
the  issued  share  capital of the company as enlarged by the Share
Placing,  the e2-Capital Acquisition and the possible GFS Acquisition
(assuming  all  Placing Shares are issued); (iii) approximately 20.0%
of  the  issued share capital of the Company as enlarged by the Share
Placing,  the e2-Capital Acquisition, the possible GFS Acquisition and
the  PCL  Acquisition  (assuming all Placing Shares are issued). The
issue  price  of HK$1.20 per Share is equal to the issue price of the
e2-Capital Consideration Shares and the PCL Consideration Shares.

Placees
Third  parties  independent  of  the directors, chief executive or
substantial  Shareholders  of the Company, and not acting in concert
with  any  of the Company, ECI, CDC or their respective subsidiaries
and Associates.

Completion of the Share Placing
Completion of the Share Placing Agreement is conditional upon:

(a) the  passing  of shareholder resolutions of the Company approving the
increase  in its authorised share capital and the issue of new Shares
in connection with the Share Placing;

(b) the  Listing  Committee of the Stock Exchange granting or agreeing to
grant  (subject to allotment and matters ancillary thereto) listing of
and  permission to deal in the new Shares to be issued under the Share
Placing; and

(c) the e2-Capital Acquisition Agreement becoming unconditional.

Completion  of  the  Share  Placing will take place on the date of
completion  of  the e2-Capital Acquisition which is expected to be in
mid-April.  In  the event that the above conditions are not fulfilled
or waived by 1st June, 2000, it will lapse.

Use of proceeds from the Share Placing
The  net  proceeds  from the Share Placing will be used for the KSA
Acquisition,  the  possible  GFS Acquisition and as general working
capital of the Group.

SHAREHOLDING  STRUCTURE  PRIOR  TO  AND UPON IMPLEMENTATION OF THE
PROPOSAL

Set  out  below is a table showing the shareholding structure of the
Company  as  at  the date of this announcement and immediately after
completion  of the Proposal (assuming that all the transactions under
the Proposal are completed):

                    Existing            Immediately         Immediately
                                        after               after 
                                        completion          completion
                                        of the              of the 
                                        Proposal            Proposal 
                                        (assuming           (assuming
                                        no                  all     
                                        Placing             Placing  
                                        Shares              Shares   
                                        issued              issued   
                                        and all             and      
                                        employee            exercise 
                                        stock               of all   
                                        options             employee 
                                        are not             stock    
                                        exercised)          options  
                                                            in full) 
                                                            (1)      
                Number    %         Number    %         Number    %       
                of                  of                  of                
                Shares              Shares              Shares            
 
Goodwill  300,697,091   51.9      300,697,091    32.6   300,697,091 25.8  
Inter-
national (3)         
                                                             
Mr. Fung  5,220,866     0.9       5,220,866     0.6     15,095,866   1.3  
 Ka Pun                                                        
(3)(4)                                                               

Other     60,732,000     10.5      -         -         -         -        
directors                                                         
 of the                                                              
Company                                                              
and its                                                              
subsidiaries (2)                                                          
    
ECI       -              -        290,000,000   31.4    290,000,000  24.8 
    
Existing  212,622,379    36.7     212,622,379   23.1    212,622,379  18.2 
public                
Shareholders (2)                                                          
    
New       -             -         113,652,000   12.3    348,426,000   29.9 
public                            (5)                (6)(7)           
Shareholders                                                            

Total     579,272,336 100.0     922,192,336 100.0     1,166,841,336  100.0 
Notes:

(1)
The  number  of  Shares  issuable  pursuant to the exercise of the
outstanding  employee  stock  options is calculated by adopting the
existing exercise prices applicable to such options.

(2)
As  at  the date of this announcement, Mr. Kua Phek Long, an existing
non-executive  director  of the Company, is personally interested in
60,732,000  Shares,  representing:  (i)  approximately 10.5% of the
existing  issued share capital of the Company; (ii) approximately 6.6%
of  the  issued  share capital of the Company upon completion of the
Proposal  (assuming  no  Placing Shares are issued and all employee
stock  options  are  not exercised); (iii) approximately 5.2% of the
issued  share  capital of the Company upon completion of the Proposal
(assuming  all Placing Shares are issued and exercise of all employee
stock  options  in  full).  Mr. Kua will resign as director of the
Company  upon  completion  of  the  Proposal.  Accordingly,  his
shareholding  will be counted towards public float upon completion of
the Proposal.

(3)
As  at the date of this announcement, Mr. Fung Ka Pun is beneficially
interested  in  approximately  26.5% of the issued share capital of
Goodwill  International.  As  such,  Mr. Fung is the single largest
shareholder of Goodwill International.

(4)
Mr.  Fung  Ka  Pun and his spouse are interested in 9,875,000 Share
options  which  had  been granted to them pursuant to the Company's
Share option scheme.

(5)
Including  Shares  held  by Mr. Kua Phek Long, the PCL Consideration
Shares  and  the  Shares  issuable  purauant  to the possible GFS
Acquisition,  but excluding the Shares to be issued to Jardine Fleming
in  consideration  for  the financial advisory services provided by
Jardine Fleming.

(6)
The  shareholding  as set out in note (5) plus all the Placing Shares
(assuming  all  Placing  Shares are issued) and Shares to be issued
pursuant  to options granted to employees to acquire 4,774,000 Shares
(including  options  to acquire 3,874,000 Shares granted to existing
directors  of  the  Company  but excluding Mr. Fung Ka Pun and his
spouse).

(7)
Including  the  230,000,000 new Shares that are issuable pursuant to
the  Share Placing, which represent approximately 19.7% of the issued
shares  capital  of  the  Company  upon completion of the Proposal
(assuming  all Placing Shares are issued and exercise of all employee
stock options in full).

(For the charts show the simplified shareholding structure of
the  Group  immediately prior to and upon completion of the Proposal
(assuming  that  all Placing Shares are issued and no employee stock
options are exercised, please refer to the press announcement today.)

INFORMATION ON e2-CAPITAL
e2-Capital  is  a registered investment adviser and securities dealer
registered  under the Securities Ordinance in Hong Kong. e2-Capital is
principally  engaged  in  corporate  finance  advisory, investment
advisory,  equity  capital  raising and Internet business consulting
services.

In  light  of  the globally emerging Internet economy, e2-Capital's
business  objective  is to provide specialist financial and business
advisory  services  to  corporations in the Internet and technology
sector.  e2-Capital's  strategy  is  to  provide its clients with
technology  consulting  services  together with specialist corporate
finance  advice, thereby helping its clients to strategically position
their  e-Business  and  to raise equity capital to finance business
growth.

Corporate Finance Advisory
As  a  registered  investment adviser, e2-Capital acts as financial
adviser  to  public  and  private corporations on corporate finance
matters.  The  major  aspects of corporate finance advisory services
that  e2-Capital  provides  include  mergers  and  acquisitions,
divestiture, restructuring and capital raising.

Investment Advisory
As  a registered investment adviser and securities dealer, e2-Capital
advises  its  clients,  the  majority of which are professional and
institutional  investors,  on buying and selling securities. However,
e2-Capital  does  not handle clients' money, but rather, plays a pure
investment  advisory  role in providing investment recommendations to
its clients.

Equity Capital Raising
A  major  focus  of e2-Capital's business is to assist Internet and
technology  companies to raise equity capital. In the area of private
equity  raising,  e2-Capital  acts as agent of private companies to
raise  equity  capital  from private equity investors. e2-Capital's
strategy  is  to  act for private companies that, in the opinion of
e2-Capital,  possess sound business plans and the potential to become
candidates for public listings in the short to medium term.

e2-Capital  will  utilise  its co-founders' experience and contacts
with  a  network  of  brokers and dealers in Hong Kong to assist in
raising  equity  capital for publicly listed companies. e2-Capital's
strategy  is to act as financial adviser to publicly listed companies
in  the  arrangement  of  share placements. Through such network of
brokers  and  dealers,  e2-Capital  will arrange for syndicates of
brokers  and  dealers  to execute share placements and raise equity
capital for public companies.

To  facilitate  the  arrangement  and  execution of equity capital
raising  for  public  companies,  e2-Capital  is in the process of
developing the `OpenIBN' platform, which is an Internet
business-to-business  platform that links up a network of brokers and
dealers  on the Internet cyberspace. Through the OpenIBN, the brokers
and  dealers  within  the  network  would  be informed about the
commencement  of share placements and will be allowed to place orders
for  shares  through  the  Internet. Leveraging on the power of the
Internet,  the OpenIBN is being designed to enhance the efficiency of
the  execution  of  equity  capital  raising  transactions and to
facilitate  information  flow within the brokers and dealers network.
e2-Capital's  ability to execute share placements for public companies
is  expected to be enhanced by the OpenIBN platform which is intended
to be launched in the first half of this year.

Internet Business Consulting
e2-Capital  provides  specialised  business  consulting services to
Internet  and  technology  companies.  In particular, e2-Capital's
intention  is  to  specialize  in the following areas of technology
consulting:

- Digital  Strategy  -  helping clients to develop Internet strategies
and business plans;

- e-Business  Conversion  - advising offline business clients on how to
leverage existing strengths to take their businesses online;

- e-Commerce  Solutions  - advising Internet commerce clients on how to
construct  their  business  models  and  how to build out enabling
technologies and processes to enable payment and fulfillment;

- Partnerships  and  Alliances  - identifying and forging partnerships
and  alliances,  and advising on post-merger technology integration;
and

- eTeams@Speed  -  providing specialist consultants to act as interim 
senior management or in-house specialist for technology clients.

e2-Capital  was  incorporated in September 1999. Since incorporation
and  until  31st  December, 1999, the unaudited revenue and net loss
before  taxation  of  e2-Capital were approximately HK$1,077,000 and
approximately  HK$881,000 respectively. The unaudited consolidated net
assets  of  e2-Capital  were  approximately HK$3,919,000 as at 31st
December, 1999.

INFORMATION ON PCL
PCL  is  a  full  service Internet consulting company providing web
consultancy  and  Intranet evaluation, implementation and management
services  to  large and medium corporate customers in Hong Kong. PCL
focuses  on using Internet technologies to solve the critical problems
of  improving  communications and increasing productivity both within
the  firm  and  with external constituents. PCL was incorporated in
December  1996 and is currently a wholly- owned subsidiary of CDC. For
the  nine months ended 31st December, 1999, the unaudited net loss of
PCL  was  approximately  HK$1,340,000.  The net assets of PCL were
approximately HK$152,000 as at 31st December, 1999.

INFORMATION ON KSA
KSA  is  engaged  in  the  provision  of strategic counseling and
communications  solutions, brand marketing and consultancy services to
corporate  clients. KSA is also involved in advising listed companies
on  their  investor  relations and financial communications and has
recently  added information technology and new media marketing to its
range  of  services.  KSA's  client base includes listed companies,
financial  institutions and multinational corporations. KSA, which was
incorporated  in  January  1987,  is  currently majority owned and
controlled  by  Mr. Keith Arthur Statham and Ms. Chan Nim Wo. For the
year  ended 31st March, 1999, the audited revenue and net loss of KSA
were  approximately  HK$19,212,000  and  approximately  HK$612,000
respectively.  The  audited  net  assets of KSA were approximately
HK$881,000 as at 31st March, 1999.

INFORMATION ON BOXMORE
Boxmore  is  an  investment  holding  company. The Winbox Group is
Boxmore's  only  asset.  Winbox  is  Boxmore's only directly owned
subsidiary  and  Boxmore  is  interested in the entire issued share
capital  of  Winbox. The Winbox Group is engaged in the production of
packaging  boxes, the production base of which is in Shenzhen, PRC and
its  customers  are  mainly distributors in Europe. Boxmore is a 88%
indirectly  owned  subsidiary  of  the Company. Yue Xiu Enterprises
(Holdings)  Limited  indirectly  holds the remaining 12% interest in
Boxmore.  For  the  year  ended  31st  March,  1999, the audited
consolidated  net  profit  of  the  Winbox Group was approximately
HK$23,192,000.  The  audited  consolidated net assets of the Winbox
Group  were approximately HK$65,947,000 as at 31st March, 1999. In the
event  that  the transactions contemplated under the Proposal (other
than  the  granting of the Boxmore Option to Goodwill International)
are  not completed, following the possible disposal of Boxmore by the
Company,  the  Group  will  continue  to focus on the provision of
financial  services,  direct investment and property development and
investment as its main lines of business.

INFORMATION ON THE GROUP
The  Group  is  principally  engaged in the provision of financial
services,  direct investments and property development and investment
in  Hong  Kong.  For the year ended 31st December, 1998, the audited
consolidated  net loss of the Group was approximately HK$291,994,000.
For  the six months ended 30th June, 1999, the unaudited consolidated
net  profit  of the Group was approximately HK$10,787,000. As at 31st
December,  1998, the audited consolidated net assets of the Group were
approximately HK$674,941,000.

REASONS FOR THE PROPOSAL
Provision  of traditional brokerage services has been the major focus
of  the Group's financial services business. With the advent of modern
technologies,  the introduction of on-line Internet equity trading and
the  contracting  margin  of  traditional secondary equity trading
business,  the  directors believe that such focus is inadequate. The
directors  of  the  Company  further believe that the manufacturing
business  of  the  Winbox  Group does not fit harmoniously into the
Company's  future  business strategy framework. The directors of the
Company  consider that it would be in the best interest of the Company
to  take  appropriate steps to streamline the existing businesses of
the  Group and to re-focus the Company's business strategy to become a
provider  of  comprehensive financial and related technology advisory
services  to  Internet  and  high technology-related companies. The
directors  of  the  Company believe that the Proposal will allow the
Company  to  achieve such objectives, reinforce the Company's capital
base  and  provide  the  Company  with a distinctive identity. The
directors  of  the  Company  further  believe that the e2-Capital
Acquisition  would  serve to enhance the existing financial services
and  direct  investment  businesses of the Company in the technology
sector.

FUTURE INTENTIONS
The  existing  and  future  directors of the Company will conduct a
review  of  the financial position and operations of the Group with a
view  to  strengthening  the operations of the Group. Currently, the
directors  have  no plan for any redeployment of the fixed assets of
the  Group and they envisage that the Group will continue its existing
business  while  re-focusing  the Company on providing financial and
consulting  services  to  technology companies. In addition, save as
described  below, the directors of the Company intend that there will
be  no  material changes to the existing management and employees of
the Company and its subsidiaries by reason only of the Proposal.

The  existing  and  future  directors  of the Company will aim to
position  the  Group strategically to benefit from the growth of the
Internet  sector. The Company's aim is to provide a range of financial
and  consulting  services  to Internet and technology companies as a
total  solution  provider.  In  particular, the Company will assist
Internet  companies,  as well as offline companies with the potential
to  convert  into  online  companies, on e-Business and technology
development.  The  Company  will also help these clients to re-brand
their  online  businesses through an `iBranding' consulting business
arm,  which will be established by the Company after completion of the
Proposal.  It is anticipated that the KSA business will be utilised as
the  platform for the Group's future `iBranding' business. The Company
will  also provide specialised corporate finance advisory services to
Internet  and  technology  companies  and will assist them to raise
private  and  public equity capital. In future, the Company may also
diversify  into  investment  in companies that conduct Internet and
technology  related  businesses.  However,  the existing and future
directors  of the Company have no specific plan or targets identified
at present.

PROPOSED CHANGE OF BOARD COMPOSITION
It  is  expected that upon completion of the e2-Capital Acquisition,
all  of  the  existing  eight directors of the Company, other than
Mr.Fung  Ka Pun, will resign and Mr. Wong Sin Just will join the board
of  directors  of  the Company as an executive director. Ms. Tam Yuk
Ching,  Jenny  will  serve as the alternate director to Mr. Wong Sin
Just.  Two  new  independent  non-executive directors will also be
appointed  upon  completion  of  the e2-Capital Acquisition. It is
presently  intended  that  Mr.Fung  Ka Pun will be re-appointed as
Chairman.  Mr.  Wong  Sin Just will be appointed as Chief Executive
Officer.  As  such,  the  board  of directors of the Company would
comprise  four  directors,  including two independent non-executive
directors.

Particulars  of  the  proposed new executive director of the Company
and his alternate are set out below:

- Mr.  Wong  Sin  Just  is the Chairman, Chief Executive Officer and
co-founder  of  e2-Capital.  Mr.  Wong  possesses over 10 years of
investment  banking experience with a number of premier international
investment  banks  including BNP Prime Peregrine Securities Limited,
ABN  Amro  Asia Corporate Finance Limited, Nomura International (Hong
Kong)  Limited  and  Standard  Chartered  Asia  Limited. Prior to
establishing  e2-Capital,  Mr.  Wong was the Head of Equity Capital
Markets at BNP Prime Peregrine Securities Limited.

- Ms.  Tam  Yuk Ching, Jenny is the Managing Director and co-founder of
e2-Capital.  Ms.  Tam  has  over  11  years of investment banking
experience  with  a  number  of premier investment banks. Ms. Tam's
experience  includes  being Sales Director of Kim Eng Securities (HK)
Limited  and  HG Asia Limited and research analyst for Asian equities
at Morgan Stanley Asia Limited.

PROPOSED CHANGE OF NAME
It  is  intended that the English name of the Company will be changed
to  `e2-Capital  (Holdings)  Limited'  as soon as practicable after
completion  of  the  e-2  Capital  Acquisition  to  reflect the
diversification  of  the  Company's business to include Internet and
technology-related  activities in future. The proposed change of name
is  subject  to  approval  by the Shareholders at a special general
meeting.

INCREASE IN AUTHORISED SHARE CAPITAL
The authorised share capital of the Company consists of
1,000,000,000  Shares, of which 579,272,336 Shares are in issue as at
the  date  of this announcement. The directors of the Company propose
to  increase  the  authorised  share  capital of the Company from
US$100,000,000  (approximately  HK$775,000,000)  to  US$200,000,000
(approximately  HK$1,550,000,000)  by  the creation of an additional
1,000,000,000  Shares.  The proposed increase in the authorised share
capital  of the Company is subject to approval by the Shareholders at
a special general meeting.

MAINTAINING THE LISTING OF THE COMPANY
It  is  the  intention  of  the future directors of the Company to
maintain  the  listing  of  the Shares on the Stock Exchange after
completion  of  the e2-Capital Acquisition. Accordingly, the existing
directors  who  will  not  resign  at completion of the e2-Capital
Acquisition  and future directors of the Company and the Company will
jointly  and  severally  undertake  to  the Stock Exchange to take
appropriate  steps  to ensure that sufficient public float exists for
the Shares.

The  Stock  Exchange has stated that it will closely monitor trading
in  the Shares if less than 25% of the Shares are held by the public.
If  the Stock Exchange believes that: (i) a false market exists or may
exist  in the Shares; or (ii) there are too few Shares in public hands
to  maintain  an  orderly  market; it will consider exercising its
discretion  to suspend trading in the Shares. The Stock Exchange will
also  closely  monitor all future acquisitions or disposals of assets
by  the Company. The Stock Exchange has the discretion to require the
Company  to  issue a circular to its Shareholders irrespective of the
size  of  the  proposed transaction, particularly when such proposed
transaction  represents  a departure from the principal activities of
the  Company.  The  Stock Exchange also has the power to aggregate a
series  of  transactions  and any such transaction may result in the
Company being treated as if it were a new listing applicant.

SUSPENSION AND RESUMPTION OF TRADING IN THE SHARES
Trading  in  the  Shares was suspended at the request of the Company
with  effect  from 10:00 a.m. on 14th February, 2000. An application
has  been made to the Stock Exchange for resumption of trading of the
Shares with effect from 10:00 a.m. on 28th February, 2000.

GENERAL
The  e2-Capital  Acquisition  constitutes  a  major and connected
transaction  of  the Company under the Listing Rules. The granting of
the  Boxmore  Option  by  the  Company  to Goodwill International
constitutes  a  connected  transaction  under the Listing Rules. An
independent  board committee of the board of directors of the Company
will  be  appointed  to consider the e2-Capital Acquisition and the
Boxmore  Option. An independent financial adviser will be appointed to
advise  the  independent  board  committee regarding the e2-Capital
Acquisition  and  the  Boxmore  Option. Goodwill International, the
controlling  Shareholder  of  the  Company  holding approximately
300,600,000  Shares, representing approximately 51.9% of the existing
share  capital of the Company, and Mr. Fung Ka Pun, the single largest
shareholder  of  Goodwill  International,  will  (i)  vote on the
resolutions  to  approve  the  e2-Capital Acquisition, the proposed
increase  in  authorised  share capital of the Company, the proposed
change  of  name of the Company and the issue of Shares in connection
with  the  Acquisitions and the Share Placing; and (ii) abstain from
voting  on  the  resolution  to approve the granting of the Boxmore
Option  to Goodwill International, at a special general meeting of the
Company to be convened by the directors of the Company.

A  circular, containing details of the Proposal and notice of special
general  meeting,  will  be  sent  to the Shareholders as soon as
practicable.

Jardine  Fleming  has  been  appointed  to  advise the Company in
connection  with  the Proposal. In settlement of part of the fee for
acting  in  such advisory capacity, the Company will issue 1,000,000
Shares  to  Jardine  Fleming based on an issue price of HK$1.20. The
directors  of the Company intend to issue such Shares, pursuant to the
general  unconditional  mandate to issue additional Shares granted to
them  by  the Shareholders of the Company at the last annual general
meeting  of Company, upon issuance of the circular to the Shareholders
referred to above.

An  application  will  be made to the Stock Exchange for the listing
of,  and  permission to deal in, the new Shares of the Company to be
issued  under  the  Acquisitions  and the Share Placing and the new
Shares to be issued to Jardine Fleming.

The  Shareholders  are urged to note that the transactions described
in  this Announcement may or may not proceed. Shareholders and public
investors  are  therefore  reminded to exercise all due caution when
dealing in the Shares.

DEFINITIONS
In  this  announcement,  the following expressions have the meanings
set out below unless the context requires otherwise.

`Acquisitions'                 e2-Capital Acquisition, PCL   
                               Acquisition, KSA Acquisition  
                               and GFS Acquisition           
`Associate(s)'                 Has the meaning ascribed      
                               thereto under the Listing     
                               Rules                         
`Boxmore'                      Boxmore Limited, a company    
                               incorporated in the British   
                               Virgin Islands with limited   
                               liability                     
`Boxmore Option'               The granting of an option by  
                               Goodwill International (BVI)  
                               Limited and Crebox Limited to 
                               Goodwill International to     
                               acquire up to an 88% interest 
                               in Boxmore                    
`CDC'                          China.com Corporation, a      
                               company incorporated in the   
                               Cayman Islands with limited   
                               liability, the shares of      
                               which are listed on NASDAQ    
`Company'                      Goodwill Investment           
                               (Holdings) Limited, a company 
                               incorporated in Bermuda with  
                               limited liability, the Shares 
                               of which are listed on the    
                               Stock Exchange                
`ECI'                          e2-Capital Inc., a company    
                               incorporated in September     
                               1999 in the British Virgin    
                               Islands                       
`e2-Capital'                   e2-Capital Limited, a company 
                               incorporated in September     
                               1999 in Hong Kong with        
                               limited liability which is a  
                               directly wholly-owned         
                               subsidiary of ECI             
`e2-Capital Acquisition'       Proposed acquisition of       
                               e2-Capital by the Company     
                               pursuant to the e2-Capital    
                               Acquisition Agreement         
`e2-Capital Acquisition        Sale and purchase agreement   
Agreement'                     dated 26th February, 2000     
                               between e2-Capital Inc., Wong 
                               Sin Just, Tam Yuk Ching,      
                               Jenny and the Company         
                               relating to the e2-Capital    
                               Acquisition                   
`e2-Capital Consideration      290,000,000 Shares to be      
Shares'                        issued and allotted by the    
                               Company to ECI upon           
                               completion of the e2-Capital  
                               Acquisition                   
`e2-Capital Shares'            4,800,000 ordinary shares of  
                               HK$1.00 each in the share     
                               capital of e2-Capital to be   
                               acquired by the Company       
                               pursuant to the e2-Capital    
                               Acquisition Agreement         
`GFS'                          Goodwill Financial Services   
                               (Holdings) Limited, a company 
                               incorporated in the Cayman    
                               Islands with limited          
                               liability                     
`GFS Acquisition'              Proposed acquisition of 60%   
                               interest in GFS by Goodwill   
                               Investment (BVI) Limited, a   
                               wholly-owned subsidiary of    
                               the Company                   
`GFS Consideration Shares'     23,750,000 Shares proposed to 
                               be issued and allotted by the 
                               Company to Jardine Fleming    
                               (B.V.I.) Investment Limited   
                               and Great Mark Investments    
                               Limited upon completion of    
                               the GFS                       
                               Acquisition                   
`Goodwill International'       Goodwill International        
                               (Holdings) Limited, a company 
                               incorporated in Hong Kong     
                               with limited liability        
`Group'                        The Company and its           
                               subsidiaries                  
`HK$'                          Hong Kong dollar(s), the      
                               lawful currency in Hong Kong  
`Hong Kong'                    Hong Kong Special             
                               Administrative Region of the  
                               People's Republic of China    
`Jardine Fleming'              Jardine Fleming Securities    
                               Limited, a company            
                               incorporated in Hong Kong     
                               with limited liability        
`KSA'                          Keith Statham Associates      
                               Limited a company             
                               incorporated in January, 1987 
                               in Hong Kong with limited     
                               liability                     
`KSA Acquisition'              Proposed acquisition of KSA   
                               by the Company pursuant to    
                               the KSA Acquisition Agreement 
`KSA Acquisition Agreement'    Sale and purchase agreement   
                               dated 26th February, 2000     
                               among Keith Arthur Statham,   
                               Chan Nim Wo, Anthony          
                               Nedderman, Siu Wan Tak Lisa   
                               and the Company relating to   
                               the KSA Acquisition           
`KSA Share(s)'                 50,000 share(s) of HK$1.00    
                               each in the share capital of  
                               KSA                           
`KSA Vendors'                  Keith Arthur Statham, Chan    
                               Nim Wo, Anthony Nedderman and 
                               Siu Wan Tak Lisa              
`Listing Rules'                Rules Governing the Listing   
                               of Securities on The Stock    
                               Exchange of Hong Kong Limited 
`PCL'                          Pacific Connections Limited,  
                               a company incorporated in     
                               December 1996 in Hong Kong    
                               with limited liability, which 
                               is a wholly-owned subsidiary  
                               of CDC                        
`PCL Acquisition'              Proposed acquisition of 20%   
                               interest in PCL by the        
                               Company pursuant to the PCL   
                               Acquisition Agreement         
`PCL Acquisition Agreement'    Sale and purchase agreement   
                               dated 26th February, 2000     
                               between CDC and the Company   
                               relating to the PCL           
                               Acquisition                   
`PCL Consideration Shares'     29,170,000 Shares to be       
                               issued and allotted by the    
                               Company to CDC pursuant to    
                               the PCL Acquisition Agreement 
`PCL Shares'                   2,142,858 ordinary shares of  
                               HK$0.001 each in the issued   
                               share capital of PCL to be    
                               acquired by the Company       
                               pursuant to the PCL           
                               Acquisition Agreement         
`Placing Shares'               Up to 230,000,000 new Shares  
                               to be issued by the Company   
                               at an issued price of HK$1.20 
                               per Share pursuant to the     
                               Share Placing                 
`PRC'                          People's Republic of China    
`Proposal'                     The Acquisitions, the         
                               granting of the Boxmore       
                               Option and the Share Placing  
`SFC'                          Securities and Futures        
                               Commission                    
`Share(s)'                     Share(s) of US$0.10 each in   
                               the share capital of the      
                               Company                       
`Share Placing'                The placing of up to          
                               230,000,000 new Shares on a   
                               best-efforts basis under the  
                               Share Placing Agreement       
`Share Placing Agreement'      The placing agreement dated   
                               26th February, 2000 entered   
                               into between the Company and  
                               Jardine Fleming relating to   
                               the Share Placing             
`Shareholder(s)'               The holder(s) of the Share(s) 
`Stock Exchange'               The Stock Exchange of Hong    
                               Kong Limited                  
`US$'                          United States dollar(s), the  
                               lawful currency in the United 
                               States of America             
`Winbox'                       Winbox (BVI) Limited, a       
                               company incorporated in the   
                               British Virgin Islands        
`Winbox Group'                 Winbox and its subsidiaries   
                                                             

In  this  announcement,  for  reference  only and unless otherwise
specified,  the  translation of US$ into HK$ is based on the exchange
rate of US$1 to HK$7.75.

                               For and on behalf of the Board     
                               GOODWILL INVESTMENT (HOLDINGS) LIMITED 
                               Fung Ka Pun    
                               Chairman and Managing Director             
         
Hong Kong, 26th February, 2000

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 enquiries, that
to  the  best  of their knowledge, their 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 of their statements in this
announcement misleading.