10:03     WAI YUEN TONG<00897> & WANG ON GROUP<01222>-JA & Resume(1)          

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    announcement.                                                             
                                                                              
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    Wai Yuen Tong Medicine Holdings Limited    Wang on group limited          
    *                                          *                              
    (Incorporated in Bermuda with limited liability)                          
                    (Incorporated in Bermuda with limited liability)          
    (Stock Code: 897)                             (Stock Code: 1222)          
                                                                              
    (1) MAJOR AND CONNECTED TRANSACTION:    (1) DISCLOSEABLE                  
    TRANSACTION:                                                              
    ACQUISITION OF A SUBSIDIARY OF  DISPOSAL OF A SUBSIDIARY OF               
    WANG ON GROUP LIMITED BY A SUBSIDIARY OF        WANG ON GROUP             
    LIMITED TO A SUBSIDIARY                                                   
    WAI YUEN TONG MEDICINE HOLDINGS LIMITED;        OF WAI YUEN TONG          
    MEDICINE HOLDINGS LIMITED;                                                
    AND (2) RESUMPTION OF TRADING   AND (2) RESUMPTION OF TRADING             
                                                                              
    Financial adviser to Wai Yuen Tong Medicine Holdings Limited              
            Financial adviser to Wang On Group Limited                        
                                                                              
    Kingston Corporate Finance Limited        Kingsway Capital Limited        
                                                                              
    Independent financial adviser to the independent board committee          
    and independent shareholders                                              
    of Wai Yuen Tong Medicine Holdings Limited                                
                                                                              
    Baron Capital Limited                                                     
                                                                              
    CONDITIONAL SALE AND PURCHASE AGREEMENT                                   
                                                                              
    Wang On, Suitbest (a wholly-owned subsidiary of Wang On), Source          
    Millennium (a wholly-owned subsidiary of WYT) and WYT entered             
    into the Conditional Sale and Purchase Agreement dated 28 January         
    2005 whereby Suitbest has agreed to sell, and Source Millennium           
    has agreed to purchase, the entire issued share capital of Geswin         
    and a related shareholder's loan at an initial consideration              
    of HK$63,232,857 (subject to adjustment), which shall be                  
    satisfied in the following manner: (i) as to HK$33,232,857 in             
    cash to Suitbest; and (ii) as to the remaining balance of                 
    HK$30,000,000 by way of the issue by WYT of the Convertible Notes         
    to Suitbest (or such other person(s) as it may direct). The terms         
    under the Conditional Sale and Purchase Agreement were                    
    determined after arm's length negotiation. The principal asset            
    of Geswin is the entire interest in the Property situated at              
    Nos. 581 and 581A Nathan Road, Kowloon, Hong Kong, which is               
    currently leased to WYT (Retail), a 99.79% indirectly owned               
    subsidiary of WYT pursuant to the Lease. Each of the Wang On              
    Board (including the independent non-executive directors of Wang          
    On) and the WYT Board (including the independent non-executive            
    directors of WYT) considers that the terms under the Conditional          
    Sale and Purchase Agreement are fair and reasonable and are in            
    the best interest (in the case of the Wang On Board) of Wang              
    On and its shareholders and (in the case of the WYT Board) of             
    WYT and its shareholders respectively.                                    
                                                                              
    The maximum number of Conversion Shares which may be issued upon          
    full conversion of the Convertible Notes at