10:03 WAI YUEN TONG<00897> & WANG ON GROUP<01222>-JA & Resume(2) an initial conversion price of HK$0.08 per Conversion Share (subject to adjustment) will be 375,000,000 WYT Shares, representing (i) approximately 13.57% of the issued share capital of WYT as at the date of this announcement; (ii) approximately 11.31% of the enlarged issued share capital of WYT immediately upon completion of the Top-Up Placing, which is expected to be on or before 3 February 2005; and (iii) approximately 10.16% of the issued share capital of WYT as enlarged by the issue of the Conversion Shares (assuming full exercise of the Convertible Notes and no issue of other WYT Shares in the interim). The initial conversion price of HK$0.08 per Conversion Share under the Convertible Notes was negotiated on an arm's length basis and (i) equals to the closing price of HK$0.08 per WYT Share on the Last Trading Date; (ii) represents a premium of approximately 1.78% to the average closing price of HK$0.0786 per WYT Share for the last five trading days up to and including the Last Trading Date; and (iii) represents a premium of approximately 2.96% to the average closing price of HK$0.0777 per WYT Share for the last ten trading days up to and including the Last Trading Date. CESSATION OF CONTINUING CONNECTED TRANSACTION On 23 July 2004, WYT (Retail) entered into the Lease with Geswin pursuant to which Geswin has leased the Property to WYT (Retail) for an initial term of three years commencing from 1 August 2004 at HK$330,000 per month. The Lease constitutes a continuing connected transaction for WYT under Rule 14A.34 of the Listing Rules. Please refer to WYT's announcement dated 23 July 2004 for further details of the Lease. Subject to and upon completion of the Transaction, Geswin will be a wholly-owned subsidiary of WYT and the Lease will no longer constitute a continuing connected transaction for WYT under the Listing Rules. GENERAL WYT Shareholders, Wang On Shareholders and potential investors should note that the Transaction, which is subject to the fulfillment of a number of conditions, may or may not complete. Shareholders of and potential investors in each of Wang On and WYT are advised to exercise caution when dealing in the respective securities of Wang On and WYT. For WYT, the Transaction constitutes a major transaction under the Listing Rules. In addition, as Geswin is an indirect wholly-owned subsidiary of Wang On and Wang On is a substantial shareholder of WYT, both the Transaction and the Issue constitute connected transactions for WYT under the Listing Rules and require Independent WYT Shareholders' approval at the WYT SGM. An independent board committee of WYT will be established to advise the Independent WYT Shareholders in relation to the terms of the Transaction and the Issue. Baron Capital Limited has been appointed as the independent financial adviser to advise the independent board committee of WYT and the Independent WYT Shareholders in respect of the terms of the Transaction and the Issue. A circular containing, among other things, (i) further details of the Transaction and the Issue; (ii) the Valuation Report; (iii) the letter of recommendation from the independent board committee of WYT; (iv) the letter from the independent financial adviser to the independent board committee of WYT and the Independent WYT Shareholders; and (v) a notice of the WYT SGM, will be despatched to the WYT Shareholders as soon as practicable.