09:22     WANG ON GROUP<01222>-Announcement & Resumption of Trading(1)        

    The Stock Exchange 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.                                     
                                                                              
    WANG ON GROUP LIMITED                                                     
    (Incorporated in Bermuda with limited liability)                          
    (Stock Code: 1222)                                                        
                                                                              
    (1) ISSUE OF CONVERTIBLE NOTES                                            
    AND                                                                       
    (2) RESUMPTION OF TRADING                                                 
                                                                              
    (1)  ISSUE OF CONVERTIBLE NOTES                                           
                                                                              
    On 4 February 2005, the Company entered into the Placing Agreement with   
    the Placing Agent, pursuant to which, the Placing Agent, has agreed to    
    place, on a best efforts basis, to not fewer than six independent         
    professional, corporate or individual investors the Convertible Notes,    
    which are proposed to be issued in aggregate principal amount of          
    HK$68,640,000.                                                            
                                                                              
    The conversion prices were negotiated on an arm's length basis between    
    the Company and Placing Agent. The initial conversion price of HK$2.40    
    per Share represents (i) a premium of approximately 14.29% to the         
    closing price of HK$2.10 per Share as quoted on the Stock Exchange on 4   
    February 2005, being the last trading date before the release of this     
    announcement; and (ii) a premium of approximately 19.11% to the average   
    closing price of approximately HK$2.015 per Share for the last five       
    trading days ended 4 February 2005, being the last trading date before    
    suspension pending this announcement.                                     
                                                                              
    Completion is conditional upon the fulfillment or waiver by the           
    relevant party of the conditions set out under the sections headed        
    "Conditions of the Placing Agreement" below.                              
                                                                              
    No application will be made for the listing of the Convertible Notes on   
    the Stock Exchange or any other stock exchange. Application will be       
    made to the Stock Exchange for the listing of Conversion Shares. Such     
    Conversion Shares, when fully paid, will rank pari passu in all           
    respects with all Shares in issue or to be issued.                        
                                                                              
    (2)  RESUMPTION OF TRADING                                                
                                                                              
    At the request of the Company, trading in the Shares on the Stock         
    Exchange was suspended with effect from 9:30 a.m. on Monday, 7 February   
    2005 pending for the release of this announcement. Application has been   
    made by the Company for the resumption of trading in the Shares on the    
    Stock Exchange with effect from 9:30 a.m. on Tuesday, 8 February 2005.    
                                                                              
    (1)  ISSUE OF CONVERTIBLE NOTES                                           
                                                                              
    The Placing Agreement                                                     
                                                                              
    Date:                                                                     
                                                                              
    4 February 2005                                                           
                                                                              
    Issuer:                                                                   
                                                                              
    Wang On Group Limited                                                     
                                                                              
    Placing Agent:                                                            
                                                                              
    Kingsway Financial Services Group Limited                                 
                                                                              
    The Placing Agent has conditionally agreed to place on a best efforts     
    basis, the Convertible Notes in an aggregate principal amount of          
    HK$68,640,000 to independent professional, corporate or individual        
    investors.                                                                
                                                                              
    The Placing Agent are not connected persons (as defined in Listing        
    Rules) of the Company and are third parties independent of the Company    
    and its connected persons.                                                
                                                                              
    Placees                                                                   
                                                                              
    The Placing Agent will place the Placing Shares to not fewer than six     
    Placees, each of whom (i) will not be a connected person (as defined in   
    Listing Rules) of the Company; and (ii) is independent of the other       
    Placees of the Company and its connected persons.                         
                                                                              
    Conditions of the Placing Agreement