10:06 WAI YUEN TONG<00897> & WANG ON GROUP<01222>-JA & Resume(8) Wang On Group 822,323,315 29.75 270,323,315 9.78 822,323,315 24.80 1,197,323,315 32.44 Public 1,941,545,910 70.25 2,493,545,910 90.22 2,493,545,910 75.20 2,493,545,910 67.56 Total 2,763,869,225 100.00 2,763,869,225 100.00 3,315,869,225 100.00 3,690,869,225 100.00 Note: In the event of full conversion of the Convertible Notes where the shareholding interest of Wang On in WYT will become approximately 32.44%, Wang On will comply with the Hong Kong Code on Takeovers and Mergers. GENERAL 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 (holding 24.8% of the shareholding interest in WYT assuming completion of the Top-Up Placing which is expected to be on or before 3 February 2005), the Transaction and the Issue constitute connected transactions for WYT under the Listing Rules and require Independent WYT Shareholders' approval at the WYT SGM. Being the substantial shareholder of WYT Shareholder, Wang On and its associates are required to abstain from voting on the relevant resolutions in respect of the Transaction and the Issue 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. 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. 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. As at the date of this announcement, the WYT Board comprises two executive directors, namely Mr. Tang Ching Ho and Mr. Chan Chun Hong, Thomas, a non-executive director, namely Mr. Leung Wai Ho, and three independent non-executive directors, namely Mr. Siu Man Ho, Simon, Mr. Yuen Chi Choi and Mr. Cho Wing Mou. The Wang On Board comprises three executive directors, namely Mr. Tang Ching Ho, Ms. Yau Yuk Yin and Mr. Chan Chun Hong, Thomas, and four independent non-executive directors, namely Dr. Lee Peng Fei, Allen, Mr. Wong Chun, Justein, Dr. Siu Yim Kwan, Sidney and Mr. Siu Kam Chau.