10:11 WING ON TRAVEL<01189>& CHINA STRATEGIC<00235>-JA & Resume(4) Placing Agreement will not proceed. Further announcement will be made by Wing On Travel as and when appropriate in relation to the fulfillment of the conditions of the Second Placing Agreement. AUTHORITY TO ISSUE THE SUBSCRIPTION SHARES The 3,660 million Subscription Shares under the First Placing Agreement are to be issued by Wing On Travel under the General Mandate (which as at the date of this announcement, allows Wing On Travel to issue or deal with up to 3,663,346,554 new Shares). The 2,340 million Subscription Shares under the Second Placing Agreement are to be issued by Wing On Travel pursuant to Independent Shareholders approval, if obtained. Wing On Travel will apply to the Listing Committee for the listing of, and permission to deal in, the Subscription Shares. RANKING OF SUBSCRIPTION SHARES The Subscription Shares, when issued and fully paid, will rank pari passu in all respects with the Shares in issue on the date of allotment and issue of the Subscription Shares including the right to any dividends or distributions. CHANGES IN SHAREHOLDING OF WING ON TRAVEL AS A RESULT OF THE PLACING AND SUBSCRIPTION The changes of the shareholding of Wing On Travel as a result of the Placing and the Subscription are illustrated in the table as follows: No. of shares held No. of shares held No. of existing No. of shares held after completion after completion shares held after completion of Placing and of Placing and as at the date of the Placing but Subscription the Subscription of this before completion under the First under both Announcement % of the Subscription % Placing Agreement % Placing Agreements % CEL 8,650,000,000 30.28 2,650,000,000 9.28 6,310,000,000 19.58 8,650,000,000 25.02 Directors of Wing On Travel Dr. Chan Kwok Keung, Charles 17,280,000 0.06 17,280,000 0.06 17,280,000 0.05 17,280,000 0.05 Chan Yeuk Wai (note 2) 3,090,694,440 10.82 3,090,694,440 10.82 3,090,694,440 9.59 3,090,694,440 8.94 Public Existing Public Shareholders 16,808,758,330 58.84 16,808,758,330 58.84 16,808,758,330 52.16 16,808,758,330 48.63 Placees - 0.00 6,000,000,000 21.00 6,000,000,000 18.62 6,000,000,000 17.36 TOTAL 28,566,732,770 100.00 28,566,732,770 100.00 32,226,732,770 100.00 34,566,732,770 100.00 Notes: 1. The above table assumes that there are no changes to the shareholding in Wing On Travel of the parties named above, other than as a result of the Placing and the Subscription. 2. Based on the notice dated 27 November 2004 filed by Mr. Chan Yeuk Wai with Wing On Travel pursuant to the SFO, Mr. Chan Yeuk Wai had 50% control of Hounslow Limited and he is deemed to be interested in 3,090,694,440 Shares by virtue of his interests in Hounslow Limited. To the best of the knowledge, information and belief of the directors of CSH having made all reasonable enquiry. Hounslow Limited is not a connected person of CSH. 3. To the best of the knowledge, information and belief of the directors of CSH having made all reasonable enquiry, no substantial shareholder of Wing On Travel (excluding CEL) is a connected person of CSH under the Listing Rules. 4. CSH currently accounts for Wing On Travel as an associated company. Upon completion of the Placing and the Subscription under the First Placing Agreement (and before completion of the Subscription of the Second Placing Agreement), CSH will continue to account for Wing On Travel as an associated company. The board of directors of Wing On Travel does not expect any placee will become a substantial shareholder of Wing On Travel (as defined in the Listing Rules) as a result of the Placing.