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Grand Toys International Announces Agreement To Buy Playwell International Limited
MONTREAL, CANADA -- November 17, 2003 -- Grand Toys International, Inc. (Nasdaq: GRIN) today announced that it has signed a definitive agreement to acquire the stock of Hong Kong-based Playwell International Limited. Under the terms of the agreement, and subject to certain adjustments, the sole shareholder of Playwell will acquire up to 8,000,000 Grand shares. The combined company will retain the Grand name and be based in Hong Kong, the current headquarters of Playwell.

Playwell is a privately-held company, owned by Hong Kong-based Centralink Investments Ltd., and is itself a holding company with four subsidiaries: Hong Kong Toy Centre Limited, which develops products for sale under the Playwell brands and supervises the outsourced manufacture of such products, as well as products designed by certain customers for sale under their own brands, by contract manufacturers located primarily in mainland China; Gatelink Mould Engineering Limited, a manufacturer of moulds for Playwell; Great Wall Alliance Limited, the holder of Playwell trademarks; and Asian World Enterprises Co., Limited, the holder of licenses from the Walt Disney Company and Crayola. Hong Kong Toy Centre is a supplier of products to Grand. For the year ended December 31, 2002 on a pro forma basis Playwell had net sales of US$36,172,931 and net income of US$3,171,209 and for the nine months ended September 30, 2003, Playwell had net income of US$1,820,538.

Grand Toys International, Inc. is a premier licensee and distributor of a wide variety of toys and ancillary items in Canada and, since January 1999, a supplier of proprietary products in the United States. Grand has been in business since 1960. For the year ended December 31, 2002, Grand had net sales of US$12,339,930 and a net loss of US$826,848, and for the nine months ended September 30, 2003, Grand had net sales of approximately US$8,743408 and a net profit of approximately US$975,275.

This vertical acquisition will result in a merged entity that will include excellent relationships with licensors of proprietary names, characters and other intellectual property, and an international distribution network. The wealth of toy industry experience in the new entity will allow Grand to significantly expand its product offerings. The expected synergies will allow this entity to achieve economies of scale.

In a joint statement, Elliot Bier, Chairman of Grand and Henry Hu, Managing Director of Playwell stated "We are delighted to be able to announce this transaction. The principals in the companies that will be combined as the new Grand have known and done business with one another for several years. We believe the combination of Playwell’s financial resources and cost-management skills, and Grand’s marketing and distribution presence in North America will create a vertically-integrated company that will be much greater than the sum of its parts and an excellent vehicle for future expansion. We look forward to a period of continuing growth amid ongoing consolidation in the global toy industry."

rand and its operating subsidiaries will become subsidiaries of the newly-formed Hong Kong holding company, with all the stock of Grand being converted into American Depositary Receipts (ADRs) of the new holding company. This change in the corporate structure is appropriate because Grand’s senior management will be located primarily in Hong Kong and because the Hong Kong-based operations of the Playwell group will contribute a majority of Grand’s revenues and net profits after the completion of the transaction. Accordingly, it makes business sense for Grand to be reorganized as a Hong Kong company. However, existing operations of Grand, including its principal business in Canada, will continue to be carried on through United States subsidiaries.
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