09:51 WAI YUEN TONG<00897> - Announcement (3) The Subscription is conditional upon: (a) the Listing Committee of the Stock Exchange granting the listing of, and permission to deal in, the Subscription Shares; (b) completion of the Placing; and (c) if required, the Bermuda Monetary Authority granting or agreeing to grant permission to allot, issue and subsequent transfer of the Subscription Shares pursuant to the Subscription on or before completion of the Subscription. The above conditions may not be waived by either party to the Subscription Agreement. Application will be made to the Listing Committee of the Stock Exchange to grant the listing of, and permission to deal in, the Subscription Shares. Completion Under the Listing Rules, the Subscription must be completed within 14 days from the date of the Subscription Agreement, that is, on or before 3 February 2005. In the event that the conditions to the Subscription Agreement are not fulfilled by 3 February 2005, the Company and the Vendor may elect, subject to compliance with all requirements in relation to connected transactions under the Listing Rules, to postpone completion to a later date to be agreed between the Company and the Vendor. Shareholders should note that completion of each of the Top-Up Subscription Agreement is conditional. Shareholders and potential investors should exercise caution when dealing in the Shares. GENERAL MANDATE The Subscription Shares will be allotted and issued pursuant to the general mandate to allot, issue and deal with Shares granted to the Directors by a resolution passed at the Company's annual general meeting held on 13 August 2004. At the date of passing the resolution for such general mandate, the issued share capital of the Company comprised 2,763,869,225 Shares and 552,773,845 Shares, representing 20% of the issued share capital of the Company as at the date of passing such resolution, can be allotted under such general mandate. At the date of this announcement, the existing general mandate has not been utilized. EFFECTS ON SHAREHOLDING STRUCTURE Before completion of Placing After Placing but After Placing And Subscription Before Subscription and Subscription (approximately) (approximately) (approximately) The Vendor 29.75% 9.78% 24.80% Placees -% 19.97% 16.65% Public 70.25% 70.25% 58.55% 100.00% 100.00% 100.00% Note: The Vendor is a wholly-owned subsidiary of Wang On. USE OF PROCEEDS