10:13 WANG ON GROUP<01222>-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. WANG ON GROUP LIMITED (incorporated in Bermuda with limited liability) (Stock Code 1222) MAJOR AND CONNECTED TRANSACTION - ACQUISITION OF HANWIN INVESTMENT LIMITED; AND DISCLOSEABLE TRANSACTION - ACQUISITION OF YUEN LONG PROPERTY (I) Hanwin Acquisition On 18 March 2005, Suitbest, a wholly-owned subsidiary of the Company, Mr. Tang, and Hanwin entered into the Hanwin Acquisition Agreement, pursuant to which Suitbest has agreed to acquire from Mr. Tang the entire issued share capital and shareholder's loan of Hanwin. Prior to entering into the Hanwin Acquisition Agreement, Hanwin entered into the Provisional Agreement with the Sham Shui Po Property Vendor on 17 March 2005 for the purchase of the Sham Shui Po Property for a consideration of HK$110,000,000. The Directors intend that following the completion of the acquisition of the Sham Shui Po Property by Hanwin and following Completion, the Company would sell and/or lease the residential units and the shops in the Sham Shui Po Property. As at the date of this announcement, an amount of HK$3,000,000 had been paid by Hanwin to the Sham Shui Po Property Vendor as initial deposit pursuant to the terms of the Provisional Agreement. The Formal Agreement is expected to be entered into between Hanwin and the Sham Shui Po Property Vendor on or before 31 March 2005 upon which a further deposit of HK$8,000,000 shall be payable by Hanwin. The balance for the purchase price of the Sham Shui Po Property is expected to be payable by Hanwin as to HK$5,500,000 on or before 30 April 2005 and HK$93,500,000 on or before 29 July 2005. Mr. Tang is the chairman and the managing director of the Company, and is therefore a connected person (as defined in the Listing Rules) of the Company. The Hanwin Acquisition therefore constitutes a major and connected transaction under Rule 14.06(3) and Rule 14A.13(1)(a) of the Listing Rules and therefore Completion is subject to the relevant disclosure requirements and independent Shareholders' approval, voting by way of poll. The Directors (including the independent non-executive Directors) confirm that the Hanwin Acquisition was negotiated on an arm's length basis and agreed on normal commercial terms between the relevant parties and that the terms of the Hanwin Acquisition Agreement are fair and reasonable and the Hanwin Acquisition is in the interests of the Company and the Shareholders. A circular containing, amongst other things, further information relating to the Hanwin Acquisition, accountants' report on Hanwin, a valuation report on the Sham Shui Po Property, an advice from an independent financial adviser and a recommendation from the independent board committee of the Company, together with a notice convening the SGM will be despatched to the Shareholders as soon as practicable. Shareholders and the investing public should note that Completion is conditional and they should exercise caution when dealing in the shares in the Company. (II) Acquisition of Yuen Long Property On 16 March 2005, Champford Investment Limited, an indirect wholly owned subsidiary of the Company, entered into the Yuen Long Property Acquisition Agreement with the Yuen Long Property Vendor, an Independent Third Party to acquire the Yuen Long Property at the consideration of HK$35,000,000. The Yuen Long Property Acquisition contemplated under the Yuen Long Property Acquisition Agreement constitutes a discloseable transaction of the Company under the Listing Rules. A circular containing details of the Yuen Long Property Acquisition Agreement will be sent to Shareholders as soon as practicable. (III) Resumption of trading Trading in shares in the Company on the Stock Exchange was suspended at