09:51     WING ON TRAVEL<01189>-Announcement&Resumption of Trading (2)        

    Not less than six professional, institutional and/or individual           
    investors procured by the Placing Agent under the Placing Agreement.      
    Each of the placees and their respective ultimate beneficial owners will  
     be an Independent Third Party. The board of Wing On Travel does not      
    expect any placee will become a substantial shareholder of Wing On        
    Travel (as defined in the Listing Rules) as a result of the Placing.      
                                                                              
    Placing Price:                                                            
                                                                              
    HK$0.022 per Placing Share. The Placing Price represents (i) a discount   
    of approximately 8.33% to the closing price of HK$0.024 per Share as      
    quoted on the Stock Exchange on the Last Dealing Date (being the last     
    day of trading in the Shares on the Stock Exchange prior to the release   
    of this Announcement); (ii) a discount of approximately 15.38% to the     
    average closing price of HK$0.026 per Share as quoted on the Stock        
    Exchange for the last five trading days up to and including the Last      
    Dealing Date and (iii) a discount of approximately 18.22% to the average  
     closing price of HK$0.0269 per Share as quoted on the Stock Exchange     
    for the last ten trading days up to and including the Last Dealing Date.  
                                                                              
                                                                              
    Conditions of the Placing:                                                
                                                                              
    Placing under Placing Agreement is unconditional.                         
                                                                              
    Completion of the Placing:                                                
                                                                              
    The Placing is unconditional and completion of the Placing is expected    
    to take place on 15 February 2005.                                        
                                                                              
    B.   In respect of the Subscription                                       
                                                                              
    Subscriber:                                                               
                                                                              
    CEL, which owns through its wholly-owned subsidiary, Million Good         
    Limited, 8,650 million Shares as at the date of this Announcement.        
                                                                              
    Number of new Shares to be subscribed for:                                
                                                                              
    Equal to the number of Placing Shares actually placed under the Placing,  
     being up to 6,400 million new Shares 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 (assuming that all the 6,400 million new     
    Shares were placed by the Placing Agent).                                 
                                                                              
    Subscription price:                                                       
                                                                              
    HK$0.022 per Subscription Share, being the same as the Placing Price.     
                                                                              
    Conditions of the Subscription:                                           
                                                                              
    The issue of Subscription Shares pursuant to the Placing Agreement is     
    conditional upon (i) the Listing Committee granting listing of and        
    permission to deal in the Subscription Shares which fall to be issued     
    under that agreement and (ii) completion of the placing of the Placing    
    Shares under that agreement having taken place. Completion of the issue   
    of Subscription Shares pursuant to the Placing Agreement will take place  
     upon the fulfillment of all conditions of the Subscription as set out    
    above. That Subscription must be completed on or before 18 February       
    2005, being 14 days from the date of the Placing Agreement. If the        
    Subscription under the Placing Agreement were to be completed             
    thereafter, it would constitute a connected transaction of Wing On        
    Travel under the Listing Rules which would require the approval of the    
    Independent Shareholders.                                                 
                                                                              
    AUTHORITY TO ISSUE THE SUBSCRIPTION SHARES                                
                                                                              
    The 6,400 million Subscription Shares under the Placing Agreement are to  
     be issued by Wing On Travel under the General Mandate (which as at the   
    date of this Announcement, allows Wing On Travel to issue or deal with    
    up to 6,445,346,554 new Shares).                                          
                                                                              
    RANKING OF SUBSCRIPTION SHARES                                            
                                                                              
    The Subscription Shares, when issued and fully paid, will rank pari       
    passu in all respects with the Shares in issue on the date of allotment   
    and issue of the Subscription Shares including the right to any           
    dividends or distributions.                                               
                                                                              
    CHANGES IN SHAREHOLDING OF WING ON TRAVEL AS A RESULT OF THE PLACING AND  
     SUBSCRIPTION                                                             
                                                                              
    The changes of the shareholding of Wing On Travel as a result of the      
    Placing and the Subscription are illustrated in the table as follows: