09:50 WAI YUEN TONG<00897> - Announcement (1) 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. WAI YUEN TONG MEDICINE HOLDINGS LIMITED (incorporated in Bermuda with limited liability) (Stock code: 897) PLACING OF EXISTING SHARES AND TOP-UP SUBSCRIPTION OF NEW SHARES PLACING AGENT Kingston Securities Limited On 20 January 2005, the Vendor entered into the Placing Agreement and the Subscription Agreement with the Placing Agent and the Company respectively. Pursuant to the Placing Agreement, the Vendor has agreed to place, through the Placing Agent, 552,000,000 Placing Shares, on a fully underwritten basis, to not less than six independent placees who are independent individual, corporate and/or institutional investors, and their ultimate beneficial owners will not be connected person(s) (as defined in the Listing Rules) of the Company, at a price of HK$0.065 per Share. Pursuant to the Subscription Agreement, the Vendor conditionally agreed to subscribe for 552,000,000 Subscription Shares at a price of HK$0.065 per Share. The Placing Shares (or the Subscription Shares) represent i) about 19.97% of the existing issued share capital of the Company of 2,763,869,225 Shares; and ii) about 16.65% of the Company's issued share capital as enlarged by the Subscription. The Subscription is conditional upon (1) the Listing Committee of the Stock Exchange granting listing of, and permission to deal in, the Subscription Shares; and (2) the completion of the Placing. The net proceeds from the Subscription of about HK$34.8 million will be used as to (i) HK$10 million for opening new retail shops; (ii) HK$10 million for the repayment of bank borrowings; and (iii) HK$14.8 million for general working capital. Shareholders should note that completion of the Subscription Agreement is conditional. Shareholders and potential investors should exercise caution when dealing in the Shares. THE PLACING AGREEMENT DATED 20 JANUARY 2005 Parties involved The Placing Agreement was entered into between the Vendor and the Placing Agent. Placing Agent Kingston Securities Limited is the Placing Agent and will receive a placing commission of 2.5% on the gross proceeds of the Placing payable by the Company upon completion of the Placing, which was arrived at after arm's length negotiations between the Company and the Placing Agent. The Placing Agent is independent of and not connected with the Company and its connected persons (as defined in the Listing Rules). Placees