09:52     WAI YUEN TONG<00897> - Announcement (5)                             

    TERMS AND DEFINITION                                                      
                                                                              
    "Company"       Wai Yuen Tong Medicine Holdings Limited, a company        
    incorporated in Bermuda with limited liability and the shares             
    of which are listed on the main board of the Stock Exchange               
                                                                              
    "Director(s)"   director(s) of the board of the Company                   
                                                                              
    "Hong Kong"     Hong Kong Special Administrative Region of the            
    People's Republic of China                                                
                                                                              
    "Last Trading   20 January 2005, being the last full trading day          
    for the                                                                   
      Date" Shares before this announcement                                   
                                                                              
    "Listing Rules" the Rules Governing the Listing of Securities             
    on the Stock Exchange                                                     
                                                                              
    "Placing"       the placing of 552,000,000 Shares beneficially owned      
    by the Vendor pursuant to the Placing Agreement                           
                                                                              
    "Placing Agent" Kingston Securities Limited, a deemed licensed            
    corporation to carry on business in types 1, 4, 6 and 9 regulated         
    activities (dealing in securities, advising on securities and             
    corporate finance, and asset management) under the Securities             
    and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)              
                                                                              
    "Placing        the placing agreement between the Vendor and the          
      Agreement"    Placing Agent dated 20 January 2005 in relation to        
    the Placing                                                               
                                                                              
    "Placing Shares"        a total of 552,000,000 Shares beneficially        
    owned by the Vendor and to be placed pursuant to the Placing              
    Agreement                                                                 
                                                                              
    "Shareholder(s)"        holder(s) of the Shares                           
                                                                              
    "Shares"        ordinary shares of HK$0.01 in the share capital of the    
    Company                                                                   
                                                                              
    "Stock Exchange"        The Stock Exchange of Hong Kong Limited           
                                                                              
    "Subscription"  the subscription for the Subscription Shares              
    pursuant to the Subscription Agreement                                    
                                                                              
    "Subscription   the conditional subscription agreement between            
    the                                                                       
      Agreement"    Company and the Vendor dated 20 January 2005 in           
    relation to the Subscription                                              
                                                                              
    "Subscription   a total of 552,000,000 new Shares to be                   
    subscribed for                                                            
      Shares"       by the Vendor pursuant to the Subscription Agreement      
                                                                              
    "Vendor"        Rich Time Strategy Limited, a company incorporated in     
    the British Virgin Islands with limited liability which is wholly         
    owned by Wang On                                                          
                                                                              
    "Wang On"       Wang On Group Limited, a company incorporated in          
    Bermuda with limited liability and the shares of which are listed         
    on the main board of the Stock Exchange                                   
                                                                              
    "HK$"   Hong Kong dollars, the lawful currency of Hong Kong               
                                                                              
    "%"     per cent.                                                         
                                                                              
    By order of the board of directors of                                     
    Wai Yuen Tong Medicine Holdings Limited                                   
    Chan Chun Hong, Thomas                                                    
    Managing Director                                                         
    Hong Kong, 20 January 2005