09:12 WING LEE HOLD<00876> - Announcement (5) "Bonus Issue" the proposed issue of Bonus Shares to Qualifying Shareholders on the basis of two Bonus Shares for every one existing Share held on the Record Date, upon and subject to the terms and conditions set out in the Circular "Bonus Shares" new Share(s) to be allotted, issued and distributed pursuant to the Bonus Issue "Circular" the circular in relation to, amongst others, the Bonus Issue issued by the Company dated 12th January, 2005 "Company" Wing Lee Holdings Limited, a company incorporated in Bermuda with limited liability and the Shares of which are listed on the Stock Exchange "Director(s)" director(s) of the Company "Excluded Shareholder(s)" the holder(s) of the Shares whose addresses as shown in the principal or branch register of members of the Company maintained in Bermuda or Hong Kong, respectively, at the close of business on the Record Date are in places outside Hong Kong and in respect of whom the Directors consider the exclusion from the Bonus Issue to be necessary or expedient on account either of the legal restrictions under the laws of the relevant place or the requirements of the relevant regulatory body or stock exchange in that place "Existing Shares" an aggregate of 51,440,343 existing Shares, of which28,990,199 existing Shares are beneficially owned by the Vendor "Group" the Company and its subsidiaries "Hong Kong" Hong Kong Special Administrative Region of the People's Republic of China "Last Trading Day" 21st January, 2005, being the last trading day for the Shares prior to this announcement "Listing Rules" the Rules Governing the Listing of Securities on the Stock Exchange "PRC" the People's Republic of China "Placing Agent" Sun Hung Kai International Limited, a deemed licensed corporation to carry out types 1, 4, 6 and 9 regulated activities under the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) "Qualifying Shareholder(s)" the Shareholder(s), other than Excluded Shareholder(s), whose names appear on the principal or branch register of members of the Company maintained in Bermuda or Hong Kong, respectively, on the Record Date "Record Date" 7th February, 2005, being the record date by reference to which entitlement to the Bonus Issue will be determined "Shareholder(s)" holder(s) of the Share(s) "Share(s)" ordinary share(s) of HK$0.50 each in the share capital of the Company "Stock Exchange" The Stock Exchange of Hong Kong Limited "Placing" the placing of 9,350,000 existing Shares beneficially owned by the Vendor pursuant to the terms of Placing Agreement "Placing Agreement" the placing agreement between the Vendor and the Placing Agent dated 21st January, 2005 in relation to the Placing "Placing Price" HK$4.90 per Share "Placing Shares" an aggregate of 9,350,000 existing Shares beneficially owned by the Vendor and to be placed pursuant to the Placing Agreement "Register of Members" the principal or branch register of members of the Company maintained in Bermuda or Hong Kong respectively "Subscription" the subscription of 9,350,000 or 28,050,000 new Shares, as the case may be, pursuant to the terms of the Subscription Agreement