10:05     WAI YUEN TONG<00897> & WANG ON GROUP<01222>-JA & Resume(6)          

    which is important for the WYT Group's future development and             
    the Transaction will save the WYT Group's rental expenses of              
    approximately HK$3.96 million per annum. Therefore, the WYT               
    Directors consider the Transaction to be in the best interest             
    of WYT and the WYT Shareholders as a whole. Given the                     
    consideration for the Transaction was determined with reference           
    to the fair market price of the Property preliminarily assessed           
    by the Valuer, the Wang On Directors and the WYT Directors                
    consider that the terms of the Transaction are fair and                   
    reasonable.                                                               
                                                                              
    The initial consideration of HK$63,232,857 is based on the book           
    value of the shareholder's loan outstanding from 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). In accordance with the            
    Conditional Sale and Purchase Agreement, the consideration is             
    subject to adjustment, details of which are set out in the                
    paragraph headed "Completion accounts and post-completion                 
    adjustment to consideration" above. After taking into account             
    the realization of the revaluation surplus of the Property, the           
    Wang On Directors currently estimate that the Transaction will            
    result in a profit, before taxation and expenses, of                      
    approximately HK$27.2 million. The Wang On Directors consider             
    that the Transaction will assist the Wang On Group to realise             
    its investment and the proceeds from the Transaction will be              
    applied for general working capital of the Wang On Group and              
    accordingly consider the Transaction to be in the best interest           
    of Wang On and the Wang On Shareholders as a whole.                       
                                                                              
    PRINCIPAL TERMS OF THE CONVERTIBLE NOTES                                  
                                                                              
    Issuer                                                                    
                                                                              
    WYT                                                                       
                                                                              
    Principal amount                                                          
                                                                              
    An aggregate of HK$30,000,000                                             
                                                                              
    Initial conversion price                                                  
                                                                              
    HK$0.08 per Conversion Share (subject to adjustment provision)            
                                                                              
    Interest                                                                  
                                                                              
    3% per annum, payable semi-annually in arrears                            
                                                                              
    Maturity date                                                             
                                                                              
    3 years from the date of the issue of the Convertible Notes               
                                                                              
    Denomination                                                              
                                                                              
    In multiples of HK$100,000                                                
                                                                              
    Events of default                                                         
                                                                              
    Events of default include, among certain events which are common          
    for transactions of a similar type, the cessation of the listing          
    of the WYT Shares on the Stock Exchange or a recognized stock             
    exchange for a continuous period of 14 Business Days due to the           
    default of WYT.                                                           
                                                                              
    Early redemption                                                          
                                                                              
    WYT may, at any time after the date of the issue of the Convertible       
    Notes and before the maturity date, by giving written notice              
    to the holder(s) of the Convertible Note(s), redeem the                   
    outstanding principal amount of the Convertible Notes in whole            
    or in part which shall not be