09:11 WING LEE HOLD<00876> - Announcement (4) Vendor 28,990,199 56.36 19,640,199 38.18 58,920,597 38.18 86,970,597 47.69 Chow Tak Hung 1,412,000 2.74 1,412,000 2.74 4,236,000 2.74 4,236,000 2.32 Public 21,038,144 40.90 30,388,144 59.07 91,164,432 59.07 91,164,432 49.99 Total 51,440,343 100.00 51,440,343 100.00 154,321,029 100.00 182,371,029 100.00 REASONS FOR THE PLACING AND SUBSCRIPTION AND USE OF PROCEEDS The Directors considered various ways of raising funds and consider that the Placing and Subscription represents an opportunity to raise capital for the Company while broadening the shareholder base and capital base of the Company. The gross proceeds from the Subscription is approximately HK$45.8 million. The net proceeds from the Subscription of approximately 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. EQUITY FUND RAISING ACTIVITIES OF THE COMPANY IN THE PAST TWELVE-MONTH PERIOD The Company has not conducted any equity fund raising activities in the past twelve-month period immediately before the date of this announcement. GENERAL MANDATE The Subscription Shares will be issued under the general mandate ("General Mandate") to allot, issue and deal with Shares granted to the Directors by resolution of the Shareholders passed at the annual general meeting of the Company held on 16th January, 2004 subject to the limit up to 20% of the issued share capital of the Company as at the date of passing the relevant resolution. As at the date of this announcement, no Share has been issued under the General Mandate. ADJUSTMENT TO THE BONUS ISSUE The Company announced the Bonus Issue on 7th January, 2005. Subject to the fulfilment of the conditions of the Bonus Issue set out in the Circular, the Bonus Issue will be made on the basis of two Bonus Shares, credited as fully paid, for every one existing Share then held. The Bonus Shares will rank pari passu in all respects with the Shares, save and except that the holders of the Bonus Shares will not be entitled to Bonus Issue and the final dividend for the year ended 30th September, 2004. If the Subscription is completed before the Record Date and the Bonus Issue is approved by the Shareholders at the AGM, the total number of Bonus Shares to be issued will be 121,580,686 Shares. It is proposed that the Directors be authorized to capitalize an amount not less than HK$60,790,343 standing to the credit of the contributed surplus account of the Company and to apply such amounts in paying up in full the Bonus Shares. If the Subscription is completed on or after the Record Date, the total number of Bonus Shares to be issued will be 102,880,686 Shares and the amount to be capitalised will be HK$51,440,343. An ordinary resolution will be proposed at the AGM to approve the Bonus Issue. GENERAL The principal activities of the Group are manufacture, sales and development of switches and jacks, flexible flat cables and metal parts. The Company will submit an application to the Stock Exchange for the listing of, and permission to deal in the Subscription Shares pursuant to the Subscription Agreement. TERMS AND DEFINITIONS "AGM" the annual general meeting of the Company to be convened and held on 7th February, 2005 "Board" the board of directors of the Company