10:04 WAI YUEN TONG<00897> & WANG ON GROUP<01222>-JA & Resume(3) For Wang On, the Transaction constitutes a discloseable transaction under the Listing Rules. A circular containing further details of the Transaction will be despatched to the Wang On Shareholders as soon as practicable. SUSPENSION AND RESUMPTION OF TRADING At the request of WYT, trading in the WYT Shares on the Stock Exchange was suspended from 9:30 a.m. on Monday, 31 January 2005 pending the release of this announcement. At the request of Wang On, trading in the Wang On Shares on the Stock Exchange was suspended from 9:30 a.m. on Monday, 31 January 2005 pending the release of this announcement. Applications have been made to the Stock Exchange for resumption of trading in the WYT Shares and the Wang On Shares with effect from 9:30 a.m. on Wednesday, 2 February 2005. CONDITIONAL SALE AND PURCHASE AGREEMENT Date: 28 January 2005 Parties: Suitbest (as vendor) Source Millennium (as purchaser) Wang On WYT shareholder's loan of the principal amount of HK$30,777,256 as at 28 January 2005 Consideration HK$63,232,857 (subject to adjustment) payable by Source Millennium on completion of the and payment Conditional Sale and Purchase Agreement shall be satisfied in the following manner: (i) as to terms: 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 initial consideration is based on the book value of the shareholder's loan to Geswin of HK$30,777,256 and the unaudited net asset value of Geswin as at 28 January 2005 of HK$32,455,601 which has been adjusted for the preliminary valuation of the Property of approximately HK$105,000,000 assessed by the Valuer. The cash consideration will be funded by internal resources of the WYT Group. The terms under the Conditional Sale and Purchase Agreement were arrived at after arm's length negotiation. 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. Completion accounts and post-completion adjustment to consideration Suitbest and Source Millennium are required to procure the Independent Accountants to prepare the completion accounts of Geswin within two weeks following completion of the Conditional Sale and Purchase Agreement. The completion accounts of Geswin are to be prepared in accordance with Hong Kong generally accepted accounting principles. The adjustment amount (being the initial consideration of HK$63,232,857 less the sum of i) the net asset value of Geswin as adjusted by the value of the Property set out in the Valuation Report; and ii) the balance of the shareholder's loan outstanding from Geswin as at