CFS International Inc. Enters Into Amalgamation Agreement.

TORONTO -- CFS International Inc. (TSX VENTURE:CFY) announced that it has entered into an agreement to amalgamate with 1205160 Alberta Ltd. (Newco), a wholly-owned subsidiary of CFS' controlling shareholder, Ports International Enterprises Ltd. (PIEL), in order to proceed with the privatization proposal received from PIEL. Upon completion of the amalgamation, each outstanding common share of CFS, other than those held by Newco, would be automatically converted into one preferred share of the amalgamated corporation (Amalco) and the common shares of Newco will be converted into common shares of Amalco.

PIEL and its shareholders beneficially own or exercise control or direction over 31,396,100 common shares of CFS (representing 86.92% of the outstanding CFS common shares). Prior to the amalgamation, PIEL and its shareholders will transfer substantially all of their common shares of CFS to Newco in exchange for common shares of Newco.

If the amalgamation is completed, it is expected that all preferred shares of Amalco will be redeemed not earlier than 30 days and not later than 60 days following the effective date of the amalgamation for a redemption amount of $3.75 per share. CFS shareholders will have the option of selling their Amalco preferred shares to another wholly-owned subsidiary of PIEL for a purchase amount of $3.75 per share following the amalgamation and before the redemption of the Amalco preferred shares. Upon completion of the proposed amalgamation and the redemption of the Amalco preferred shares, Amalco will be a wholly-owned subsidiary of PIEL and its shareholders.

Completion of the amalgamation is conditional upon approval by the shareholders of CFS, including approval of a majority of the votes cast by minority shareholders, PIEL obtaining the necessary financing to complete the redemption and purchase of the preferred shares of Amalco and other usual conditions.

Further details of the proposed transaction will be contained in the management proxy circular to be mailed to CFS shareholders on or about December 5, 2005 for a Special Shareholders Meeting called for December 30, 2005 to approve the amalgamation transaction.

CFS International Inc., through its subsidiaries, operates the largest upscale fashion wear retail chain in China under the "Ports International" and "BMW" banners. The Company's other operations also include retailing in Hong Kong and Canada, and trading, manufacturing and wholesaling of private label and fashion garments in Canada, China and Hong Kong.

CFS' shares are traded on the TSX Venture Exchange under the symbol "CFY".

The TSX Venture Exchange has not reviewed and does not accept resp onsibility for the adequacy or accuracy of the contents of this press release.

CFS International Inc. (TSX VENTURE:CFY)