09:22     WANG ON GROUP<01222>-Announcement & Resumption of Trading(2)        

    The Placing Agreement is conditional upon:                                
                                                                              
    (i)  the Listing Committee of the Stock Exchange having granted listing   
    of and permission to deal in the Conversion Shares;                       
                                                                              
    (ii)  if required, the Bermuda Monetary Authority having approved the     
    issue of the Convertible Notes and the Shares to be issued upon the       
    conversion of the Convertible Notes and the transferability of the        
    Convertible Notes and the Conversion Shares; and                          
                                                                              
    (iii)  the Placing Agent receiving application for all of the             
    Convertible Notes.                                                        
                                                                              
    on or before 28 February 2005, or such later date as may be agreed        
    between the Company and the Placing Agent,                                
                                                                              
    Termination and force majeure                                             
                                                                              
    The Placing Agreement may be terminated by the Placing Agent if at any    
    time prior to 10:00 a.m. on the date of Completion, in the reasonable     
    opinion of the Placing Agent, the success of the Placing or the           
    business or financial prospects of the Company would or might be          
    adversely affected by any of the following events:                        
                                                                              
    (a)  the Company commits any material breach of or omits to observe any   
    of the obligations or undertakings expressed or assumed under the         
    Placing Agreement;                                                        
                                                                              
    (b)  there occurs:                                                        
                                                                              
    (i)  the introduction of any new laws or regulations or any change in     
    existing laws or regulations (or the judicial interpretation thereof)     
    or other occurrence of any nature whatsoever which may, in the            
    reasonable opinion of the Placing Agent, materially and adversely         
    affect the business or the financial or trading position or prospects     
    of the Group as a whole; or                                               
                                                                              
    (ii)  the occurrence of any local, national or international event or     
    change (whether or not forming part of a series of events or changes      
    occurring or continuing before and/or after the date hereof) of a         
    political, military, financial, economic, currency (including a change    
    in the system under which the value of the Hong Kong currency is linked   
    to the currency of the United States of America) or other nature          
    (whether or not sui generis with any of the foregoing), or in the         
    nature of any local, national, international outbreak or escalation of    
    hostilities or armed conflict, or affecting local securities market or    
    the occurrence of any combination of circumstances which would, in the    
    reasonable opinion of the Placing Agent, materially and adversely         
    affect the business or the financial or trading position or prospects     
    of the Group as a whole or adversely prejudices the success of the        
    placing of the Convertible Notes by potential investor(s) or otherwise    
    makes it inexpedient or inadvisable for the Company or the Placing        
    Agent to proceed with the placing of Convertible Notes.                   
                                                                              
    The Placing Agent shall be entitled by giving a notice in writing to      
    the Company to elect to treat such matter or event as releasing and       
    discharging the Placing Agent from its obligations under the Placing      
    Agreement.                                                                
                                                                              
    The Directors are not aware of the occurrence of any of such events as    
    at the date of this announcement. However, in the event that Placing      
    Agreement is terminated, a further announcement will be issued by the     
    Company.                                                                  
                                                                              
    Completion of the Placing of Convertible Notes                            
                                                                              
    Completion of the placing of Convertible Notes is expected to take        
    place on or before the third Business Day after the fulfillment of all    
    the conditions set out in the Placing Agreement, which shall take place   
    on or before 28 February 2005, or such later date as may be agreed        
    between the Company and the Placing Agent. If the aggregate principal     
    amount of the Convertible Notes actually placed by the Placing Agent at   
    Completion is less than HK$68,640,000, an announcement will be issued     
    by the Company.                                                           
                                                                              
    Terms of Convertible Notes                                                
                                                                              
    The principal terms of the Convertible Notes are summarized as follows:   
                                                                              
    Issuer:  Wang On Group Limited                                            
                                                                              
    Principal amount and denomination:  Up to HK$68,640,000 in denomination   
    of HK$240,000