09:25 WANG ON GROUP<01222>-Announcement & Resumption of Trading(5) 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. DEFINITIONS In this announcement, the following expressions have the following meanings: "associate(s)" has the meaning ascribed thereto under the Listing Rules "Board" the board of Directors "Business Day" any day (excluding Saturday) on which banks generally are open for business in Hong Kong "Company" Wang On Group Limited, a company incorporated in Bermuda with limited liability the shares of which are listed on the main board of the Stock Exchange "Completion" completion of the Placing Agreement "Conversion Shares" new Shares falling to be issued upon conversion of the Convertible Notes "Convertible Notes" the 3-year 1%-convertible redeemable notes, in an aggregate principal amount of up to HK$68,640,000 to be placed under the Placing Agreement "Directors" directors of the Company "Existing CB" Convertible notes of an aggregate principal amount of HK$37,180,000 of the Company with the rights to convert into up to 28,600,000 new Shares upon full conversion at a price of HK$1.30 "Group" the Company and its subsidiaries "Hong Kong" Hong Kong Special Administrative Region of the PRC "Listing Rules" The Rules Governing the Listing of Securities on the Stock Exchange "Maturity Date" Three years from the date of issue of the Convertible Notes "Placees" the placees procured by the Placing Agent pursuant to the Placing Agreement "Placing" the placing of the Convertible Notes by the Placing Agent in an aggregate principal amount of HK$68,640,000 on a best efforts basis "Placing Agent" Kingsway Financial Services Group Limited, a licensed corporation to carry on business in types 1, 4, 6, and 9 regulated activities (dealing in securities, advising on securities and corporate finance and asset management) under the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) "Placing Agreement" a conditional placing underwriting agreement dated 4 February 2005 made between the Company and the Placing Agent in relation to the Placing "Shares" shares of nominal value HK$0.10 each in the share capital of the Company "Stock Exchange" The Stock Exchange of Hong Kong Limited "HK$" Hong Kong dollars, the lawful currency of Hong Kong "%" per cent. By Order of the Board Wang On Group Limited Chan Chun Hong, Thomas Director Hong Kong, 7 February 2005 As at the date hereof, the Board of the Company comprises of 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.