10:13 WANG ON GROUP<01222>-Announcement & Resumption of Trading(2) the request of the Company with effect from 9:30 a.m. on 21 March 2005 pending the release of this announcement. Application has been made to the Stock Exchange for resumption of trading in the shares in the Company with effect from 9:30 a.m. on 23 March 2005. (I) HANWIN ACQUISITION Introduction 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. The Hanwin Acquisition Agreement Date: 18 March 2005 Parties: (i) Mr. Tang, the chairman and managing director of the Company, as vendor; (ii) Suitbest, a wholly-owned subsidiary of the Company, as purchaser; and (iii) Hanwin, a limited liability company incorporated in Hong Kong and wholly and beneficially owned by Mr. Tang. Assets to be acquired: (i) one share of HK$1 in the share capital of Hanwin, being the entire issued share capital of Hanwin; and (ii) shareholder's loan of Hanwin. The Hanwin Consideration shall represent the face value of the entire issued share capital and shareholder's loan of Hanwin as at Completion. As at the date of the Hanwin Acquisition Agreement, the shareholder's loan of Hanwin amounted to HK$3,000,000 which had been fully paid by Hanwin to partially satisfy as the initial deposit for the purchase of the Sham Shui Po Property. The Hanwin Consideration shall be payable in cash and funded by internal resources of the Group and/or debt borrowing from bank. The Hanwin Consideration shall be as follows and payable in the following manner: (1) a sum of HK$3,000,001 paid to Mr. Tang as deposit on the signing of the Hanwin Acquisition Agreement (representing the value of the entire issued share capital of Hanwin and amount of shareholder's loan of Hanwin as at the date of the Hanwin Acquisition Agreement); (2) whenever Hanwin shall be required to pay any amounts in accordance with the Provisional Agreement or Formal Agreement, Suitbest shall, upon request by Mr. Tang, pay to Hanwin (or such other person(s) as directed by Mr. Tang) such same amounts of money, which shall be deemed to be advanced by Mr. Tang to Hanwin as additional shareholder's loan and be applied by Hanwin in accordance with the Provisional Agreement or the Formal Agreement (as applicable); and (3) the balance of Hanwin Consideration (if any) shall be paid to Mr. Tang (or such other person(s) as directed by Mr. Tang) at Completion. As at the date of this announcement, the sum of HK$3,000,001 referred to in (1) above had been paid to Mr. Tang. Completion of the Hanwin Acquisition Agreement is conditional upon the following conditions precedent: (i) approval of the Hanwin Acquisition Agreement and other transactions contemplated in or incidental to the Hanwin Acquisition Agreement at the SGM of the independent Shareholders in accordance with the Listing Rules; and (ii) all other necessary waivers, consents and approvals (if required) from the relevant governmental or regulatory authorities in Hong Kong and Bermuda as required under the Hanwin Acquisition Agreement and required under the transactions contemplated in the Hanwin Acquisition Agreement in relation to Suitbest and the Company having been obtained. Completion: Completion shall take place on the next business day after satisfaction of all the conditions precedent under the Hanwin Acquisition Agreement set out above or at such time and date as the parties may agree.