09:50 WAI YUEN TONG<00897> - Announcement (2) The Placing Agent agreed to place the Placing Shares to not less than six placees (the "Placees") which will be 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. Placing price The Placing price is HK$0.065 per Placing Share. The Placing price was determined after arm's length negotiations between the Company and the Placing Agent with reference to, amongst other things, the recent price performance of the Shares on the Stock Exchange. The Placing price represents (i) a discount of about 15.58% to the closing price of HK$0.077 per Share as quoted on the Stock Exchange on the Last Trading Date; (ii) a discount of about 15.36% to the average closing price per Share of about HK$0.0768 as quoted on the Stock Exchange for the last five consecutive trading days up to and including the Last Trading Date; and (iii) a discount of about 17.09% to the average closing price per Share of HK$0.0784 as quoted on the Stock Exchange for the last ten trading days up to and including the Last Trading Date. The Placing Shares 552,000,000 Placing Shares are to be placed by the Placing Agent on a fully underwritten basis. The Placing 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 issued capital of the Company as enlarged by the Subscription of 552,000,000 Shares. Condition of the Placing The Placing is unconditional. THE SUBSCRIPTION AGREEMENT DATED 20 JANUARY 2005 Parties involved The Subscription Agreement was entered into between the Vendor and the Company. Price of the Subscription Shares The price of the Subscription Shares is HK$0.065 per Subscription Share. The Subscription price is equivalent to the price of the Placing Shares and was determined after arm's length negotiation between the Company and the Vendor with reference to, amongst other things, the Placing price of the Placing Shares. Number of Subscription Shares The Subscription Shares amount to 552,000,000 new Shares. 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 issued capital of the Company as enlarged by the Subscription of 552,000,000 Shares. Ranking of Subscription Shares The Subscription Shares, when issued and fully paid, will rank pari passu among themselves and with Shares in issue at the time of issue and allotment of the Subscription Shares. Conditions