10:10 WING ON TRAVEL<01189>& CHINA STRATEGIC<00235>-JA & Resume(3) CEL under the Placing and Subscription Agreement; and (b) certain events of force majeure which might adversely effect the Placing including the introduction or amendment of any laws which may effect the Group; any event which might adversely effect political, economic or stock market conditions; imposition of any moratorium, suspension or material restriction on trading in securities on the Stock Exchange due to exceptional financial circumstances; a change or development in taxation in Hong Kong or the People's Republic of China or implementation of exchange control which shall or might materially and adversely affect the Company and its shareholders or any deterioration in the conditions of local or international securities markets. The directors of Wing On Travel are not aware of the occurrence of any of such events as at the date of this announcement. Other terms: Each of CEL and Wing On Travel has agreed that it will not, before the expiry of 90 days following the day of completion of the Placing, offer, issue, allot, sell or otherwise dispose of any other Shares or any securities convertible into or exchangeable or carrying rights to acquire other Shares, or enter into any derivative transaction that has the economic effect of such sale, transfer or disposition, whether settled in cash or otherwise, without the prior written consent of the Placing Agent, provided that none of the foregoing shall prevent the Company from issuing any rights, options or Shares pursuant to the share option scheme of the Company or pursuant to the exercise of the conversion rights under the Convertible Note. B. In respect of the Subscription Subscriber: CEL, the controlling shareholder of Wing On Travel and therefore a connected person of Wing On Travel. Number of new Shares to be subscribed for: Equal to the number of Placing Shares actually placed under the Placing, being up to 6,000 million new Shares. 3,660 million Subscription Shares and 2,340 million Subscription Shares represent (i) approximately 12.8% and 8.2% respectively of Wing On Travel's existing issued share capital; and (ii) approximately 10.6% and 6.8% respectively of Wing On Travel's issued share capital as enlarged by the Subscription (assuming the maximum of 6,000 million Subscription Shares are issued ). The 6,000 million Placing Shares represents (i) 21% of Wing On Travel's existing issued share capital; and (ii) approximately 17.4% of Wing On Travel's issued share capital as enlarged by the Subscription (assuming the maximum of 6,000 million Subscription Shares are issued). Subscription price: HK$0.028 per Subscription Share, being the same as the Placing Price. Conditions of the Subscription: The issue of Subscription Shares pursuant to the First Placing Agreement is conditional upon (i) the Listing Committee granting listing of and permission to deal in the Subscription Shares which fall to be issued under that agreement and (ii) completion of the placing of the Placing Shares under that agreement having taken place. Completion of the issue of Subscription Shares pursuant to the First Placing Agreement will take place upon the fulfillment of all conditions of the Subscription as set out above. That Subscription must be completed on or before 14 December 2004, being 14 days from the date of the Placing Agreement. If the Subscription under the First Placing Agreement were to be completed thereafter, it would constitute a connected transaction of Wing On Travel under the Listing Rules which would require the approval of the Independent Shareholders. The issue of Subscription Shares pursuant to the Second Placing Agreement is conditional upon (i) the Listing Committee granting listing of and permission to deal in the Subscription Shares which fall to be issued under that agreement; (ii) completion of the placing of the Placing Shares under that agreement having taken place; and (iii) the approval of such issue by Independent Shareholders having been obtained. Completion of the subscription of Subscription Shares under the Second Placing Agreement will take place on the third business day after the fulfillment of all such conditions. If such conditions (including the obtaining of Independent Shareholders' approval of the issue of new Shares under the Second Placing Agreement) are not fulfilled on or before 31 January 2005 or such later date as Wing On Travel and CEL may agree in writing, the subscription of new Shares under the Second