09:51 WING ON TRAVEL<01189>-Announcement&Resumption of Trading (1) The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this announcement, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement. This announcement appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities. WING ON TRAVEL (HOLDINGS) LIMITED (Incorporated in Bermuda with limited liability) Stock Code: 1189 PLACING OF EXISTING SHARES AND SUBSCRIPTION OF NEW SHARES SHARE CONSOLIDATION CHANGES IN BOARD LOT SIZE On 4 February 2005, Wing On Travel entered into a placing and subscription agreement with CEL, a subsidiary of CSH and a substantial shareholder of Wing On Travel, and the Placing Agent pursuant to which the Placing Agent agreed to place, on a best efforts basis, up to 6,400 million Shares at the price of HK$0.022 per Placing Share to no less than six Placees who are Independent Third Parties procured by the Placing Agent and CEL would subscribe for up to 6,400 million new Shares at the same price of HK$0.022 per Subscription Share. The Subscription Shares represent approximately (i) 18.51% of Wing On Travel's existing issued share capital and (ii) 15.62% of Wing On Travel's issued share capital as enlarged by the Subscription. The 6,400 million Subscription Shares under the Placing Agreement are to be issued by Wing On Travel under the General Mandate. Wing On Travel intends to put forward for approval by the Shareholders at the SGM resolution to approve the Share Consolidation pursuant to which every one hundred (100) Shares in the issued and unissued ordinary share capital of Wing On Travel will be consolidated into one (1) Consolidated Share of HK$1.00. Upon the Share Consolidation becoming unconditional and effective, the board lot of the Shares will be changed from 10,000 Shares to 1,000 Consolidated Shares. Trading of the shares of Wing On Travel on the Stock Exchange were suspended at 9:30 a.m. on 2 February 2005 pending the issue of the Announcement. Application has been made to the Stock Exchange for the resumption of trading of the shares of Wing On Travel with effect from 9:30 a.m. on 7 February 2005. PLACING AGREEMENT DATED 4 FEBRUARY 2005 Pursuant to the Placing Agreement, the Placing Agent agreed to place on a best efforts basis, up to 6,400 million existing Shares at a price of HK$0.022 per Placing Share on behalf of CEL and CEL would subscribe for up to 6,400 million new Shares equivalent to the number of Placing Shares placed. The terms of the Placing Agreement are set out below: A. In respect of the Placing Vendor: CEL, which owns through its wholly-owned subsidiary, Million Good Limited, 8,650 million Shares as at the date of this Announcement, representing approximately 25.02% of the existing issued share capital of Wing On Travel, which comprises 34,566,732,770 Shares. Placing Agent: Tai Fook, an Independent Third Party. The Placing Agent is entitled to receive a commission equal to 2.5% of the aggregate placing price of the Placing Shares. Number of Shares to be placed: Up to 6,400 million existing Shares held by CEL Group representing (i) approximately 18.51% of Wing On Travel's existing issued share capital and (ii) approximately 15.62% of Wing On Travel's issued share capital as enlarged by the Subscription. The Placing is on a best efforts basis. Placees: