09:10 WING LEE HOLD<00876> - 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. Wing Lee Holdings Limited (incorporated in Bermuda with limited liability) (Stock code: 876) PLACING OF EXISTING SHARES AND SUBSCRIPTION OF NEW SHARES UNDER GENERAL MANDATE PLACING AGENT SUN HUNG KAI INTERNATIONAL LIMITED On 21st 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 agreed to place, through the Placing Agent, an aggregate of 9,350,000 existing Shares, on a fully underwritten basis to independent individual, corporate and/or institutional investors, and who and whose ultimate beneficial owners (i) are not connected persons (as defined in Listing Rules) of the Company; and (ii) are independent of the Company, its connected persons and other placees at a price of HK$4.90 per Share. Pursuant to the Subscription Agreement, the Vendor conditionally agreed to subscribe for an aggregate of 9,350,000 Shares at a price of HK$4.90 per Share or 28,050,000 Shares at a price of HK$1.6333 per Share, as the case may be. The Placing Shares of 9,350,000 Shares represent (i) approximately 18.18% of the existing issued share capital of the Company of 51,440,343 Shares; and (ii) about 15.38% of the issued share capital of the Company of 60,790,343 Shares as enlarged by the Subscription. The Placing Price of HK$4.90 represents (i) a discount of approximately 16.24% to the closing price of HK$5.85 per Share as quoted on the Stock Exchange on the Last Trading Day; (ii) a discount of approximately 12.97% to the average closing price per Share of HK$5.63 as quoted on the Stock Exchange for the last five full trading days up to and including the Last Trading Day; and (iii) a discount of approximately 4.58% over the average closing price per Share of HK$5.135 as quoted on the Stock Exchange for the last ten full trading days up to and including the Last Trading Day. The Subscription is conditional upon (1) the Listing Committee of the Stock Exchange granting the listing of, and permission to deal in, the Subscription Shares and (2) the completion of Placing. The net proceeds from the Subscription of about HK$43.9 million will be applied for (i) construction of an electroplating factory in Heyuan, Guangdong Province and procurement of machinery for the new factory; (ii)acquisition of facilities to comply with the relevant environmental regulations in the PRC; and (iii) general working capital. PLACING AGREEMENT Date 21st January, 2005 Parties involved The Placing Agent and the Vendor Placing Agent Sun Hung Kai International Limited is the Placing Agent and will receive a placing commission of 3.5% on the gross proceeds of the Placing to be paid by the Company and which was arrived at after arm's length negotiations between the Company and the Placing Agent. The Placing Agent and its ultimate beneficial owners are not connected persons (as defined in Listing Rules) of the Company and are third parties independent of the Company and its connected persons.