09:11     WING LEE HOLD<00876> - Announcement (2)                             

    Placees                                                                   
                                                                              
    The Placing Shares will be placed, through the Placing Agent, on          
    a fully underwritten basis, to not less than six placees who are          
    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.                                                        
                                                                              
    Placing Price                                                             
                                                                              
    The Placing Price is fixed on 21st January, 2005, being the Last          
    Trading Day. 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 Placing Price is negotiated on an arm's length basis amongst          
    the Vendor, the Company and the Placing Agent. The Directors              
    consider that the terms of the Placing are fair and reasonable            
    based on the current market conditions and in the interests of            
    the Company and its Shareholder as a whole.                               
                                                                              
    Placing Shares                                                            
                                                                              
    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) approximately 15.38% of            
    the issued share capital of the Company of 60,790,343 Shares as           
    enlarged by the Subscription.                                             
                                                                              
    Condition of the Placing                                                  
                                                                              
    The Placing is unconditional.                                             
                                                                              
    Completion                                                                
                                                                              
    The Placing is to be completed on or before 26th January, 2005            
    or on such other date as may be agreed between the Vendor and the         
    Placing Agent.                                                            
                                                                              
    THE SUBSCRIPTION AGREEMENT                                                
                                                                              
    Date                                                                      
                                                                              
    21st January, 2005                                                        
                                                                              
    Parties involved                                                          
                                                                              
    The Company and the Vendor                                                
                                                                              
    Subscription Price                                                        
                                                                              
    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 Register of Members will be closed          
    from 3rd February, 2005 to 7th February, 2005 (both days inclusive)       
    for determining the entitlement to the Bonus Issue.                       
                                                                              
    If (i) the Subscription is completed before the Record Date or            
    (ii) the Subscription is completed on or after the Record Date            
    but the Bonus Issue is not approved by the Shareholders at the            
    AGM, the Subscription Price is HK$4.9 per Share.                          
                                                                              
    If the Subscription is completed on or after the Record Date and          
    the Bonus Issue is approved by the Shareholders at the AGM, the           
    Subscription Price is HK$1.6333 per Share.                                
                                                                              
    In both cases, the Subscription Price is effectually equivalent           
    to the Placing Price and is determined after arm's length                 
    negotiation amongst the Company, the Vendor and the Placing Agent         
    with reference to the Placing Price of Sthe Placing Shares.