10:14 WANG ON GROUP<01222>-Announcement & Resumption of Trading(5) rent and management fees. If the final terms of the new renewal tenancy are different from the above, the Yuen Long Property Purchaser is entitled to cancel the Yuen Long Property Acquisition Agreement and the deposit will be refunded, without interest, to the Yuen Long Property Purchaser from the Yuen Long Property Vendor forthwith. The Yuen Long Property is to be sold to the Yuen Long Property Purchaser by the Yuen Long Property Vendor free from encumbrances. Reasons for the Yuen Long Property Acquisition Having regard to the upturn of the Hong Kong economy and the property market, the Directors consider the terms of the Yuen Long Property Acquisition Agreement are fair and reasonable and the Yuen Long Property Acquisition is in the interest of the Shareholders as a whole. The Yuen Long Property Acquisition will be funded by the Group's internal resources and bank financing. (III) GENERAL The Group is principally engaged in the property development and property investment management and sub-licensing of Chinese wet markets, shopping centres and car parks. It also has interests in the pharmaceutical business through its investments in Wai Yuen Tong Medicine Holdings Limited, a company listed on the Stock Exchange. The Directors are optimistic about the property market in Hong Kong and perceive investment potentials arising from the acquisition of the Sham Shui Po Property in Hong Kong and perceive investment potentials arising from the acquisition of the Yuen Long Property for sale and/or lease. Mr. Tang is the chairman and managing director of the Company, and is therefore a connected person (as defined in the Listing Rules) of the Company. The Hanwin Acquisition 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, under the Listing Rules. Mr. Tang and his associates will abstain from voting on the relevant resolution for the approval of the Hanwin Acquisition. The Yuen Long Property Acquisition constitutes a discloseable transaction for the Company under the Listing Rules. A circular containing, amongst other things, further information relating to the Hanwin Acquisition and the Yuen Long Property Acquisition, the 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. An independent board committee of the Company will be established to advise the independent Shareholders in relation to the Hanwin Acquisition and Baron Capital Limited has been appointed as the independent financial adviser to advise the independent board committee and the independent Shareholders in this regard. Shareholders and the investing public should note that completion of the Hanwin Acquisition Agreement is conditional and they should exercise caution when dealing in the shares in the Company. (IV) Suspension and resumption of trading Trading in shares in the Company on the Stock Exchange was suspended at 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 a resumption of trading in the shares in the Company with effect from 9:30 a.m. on 23 March 2005. As at the date of this announcement, the Board comprises 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. Definitions In this announcement, the following terms have the following meanings: "associates" has the meaning ascribed thereto in the Listing Rules