10:04     WAI YUEN TONG<00897> & WANG ON GROUP<01222>-JA & Resume(5)          

    Completion                                                                
                                                                              
    Completion of the Transaction shall take place on the second              
    Business Day after the fulfillment of the relevant conditions             
    under the Conditional Sale and Purchase Agreement or such other           
    dates as otherwise agreed by the relevant parties.                        
                                                                              
    Information on Geswin                                                     
                                                                              
    Geswin, an indirect wholly-owned subsidiary of Wang On, is an             
    investment and property holding company and its principal asset           
    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) for operation by the WYT Group as a retail shop.          
    The gross floor area of the Property is approximately 312.06              
    sq.m. The Property was purchased by Geswin from an independent            
    third party not connected with each of Wang On and WYT and their          
    connected persons (as defined under the Listing Rules) for                
    approximately HK$68.85 million in April 2004.                             
                                                                              
    For the two financial years ended 31 March 2004, Geswin recorded          
    audited net profits of HK$192,945 and HK$139,232 respectively.            
    The audited net liabilities of Geswin were HK$15,331,291 and              
    HK$15,192,059 as at 31 March 2003 and 31 March 2004 respectively.         
    There were no tax payments recorded by Geswin during the two              
    financial years ended 31 March 2004.                                      
                                                                              
    The unaudited net tangible assets of Geswin as at 28 January              
    2005 were approximately HK$32.46 million which has been adjusted          
    for the preliminary valuation of the Property of HK$105,000,000           
    assessed by the Valuer. The mortgage loan and the shareholders'           
    loan due from Geswin amounted to HK$72,677,256 in aggregate as            
    at 28 January 2005.                                                       
                                                                              
    Reasons for the Transaction                                               
                                                                              
    The WYT Group is principally engaged in (i) the manufacturing,            
    processing and retailing of traditional Chinese medicine which            
    includes Chinese medicinal products sold under the name of "Wai           
    Yuen Tong" and a range of products manufactured by selected               
    medicinal materials with traditional prescription, mainly in              
    the PRC and Hong Kong; and (ii) manufacturing, processing and             
    retailing of western pharmaceutical products under the brand              
    name of "Madame Pearl's".                                                 
                                                                              
    Wang On Group is principally engaged in the management and                
    sub-licensing of wet markets, shopping centres and car parks              
    as well as in property development and investment in Hong Kong.           
    It also has interests in the pharmaceutical business through              
    its shareholding interest in WYT (representing 24.80% of the              
    issued share capital of WYT upon completion of the Top-Up Placing         
    which is expected to be on or before 3 February 2005).                    
                                                                              
    As stated in the paragraph headed "Information on Geswin" of              
    this announcement, the Property is owned by Geswin and is                 
    currently leased to WYT (Retail) for operation by the WYT Group           
    as a retail shop at a monthly rental of HK$330,000.                       
                                                                              
    The Wang On Directors and the WYT Directors consider that since           
    the Property is ultimately used by the WYT Group, it is in the            
    best interest of both WYT and Wang On for the WYT Group to purchase       
    the Property from the Wang On Group at a fair market price to             
    be determined by the Valuer, which will also lead to the cessation        
    of the existing continuing connected transaction of WYT arising           
    from the Lease. Upon completion of the Transaction, the WYT Group         
    will have its self-owned retail store in a prime location