09:18 WING ON TRAVEL<01189> - Announcement (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. WING ON TRAVEL (HOLDINGS) LIMITED (Incorporated in Bermuda with limited liability) (Stock Code: 1189) PROPOSED CANCELLATION OF SHARE PREMIUM ACCOUNT SET OFF OF ACCUMULATED LOSSES AND INCREASE IN AUTHORISED SHARE CAPITAL The Company intends to put forward for approval by the Shareholders at the SGM resolution(s) to approve the Cancellation and the Set Off pursuant to which: (a) the entire amount standing to the credit of the share premium account of the Company will be cancelled; and (b) the credit arising from the cancellation of the share premium account will be transferred to the contributed surplus account of the Company and such credit will be partially used to set off against the accumulated losses of the Company. According to the latest audited accounts of the Company for the year ended 31 December 2004, the accumulated losses of the Company as at 31 December 2004 amounted to approximately HK$1,120,764,000.00. Based on the latest management accounts of the Company as at 31 March 2005, the share premium account of the Company amounted to approximately HK$1,296,591,000.00. The Cancellation and the Set Off are conditional upon: (i) the passing at the SGM of a special resolution approving the Cancellation and the Set Off; and (ii) compliance by the Company with the requirements of Section 46(2) of the Companies Act 1981 of Bermuda. In addition, the Directors propose to increase the authorised share capital of the Company from HK$500,000,000.00 divided into 500,000,000 Shares of HK$1.00 each to HK$1,500,000,000.00 divided into 1,500,000,000 Shares by creation of an additional 1,000,000,000 Shares. The increase in the authorised share capital of the Company is conditional upon the passing of an ordinary resolution by the Shareholders at the SGM. Approval from the Shareholders will be required for the Cancellation, the Set Off and the increase in the authorised share capital of the Company. A circular containing details of the Cancellation, the Set Off, the increase in the authorised share capital of the Company and the notice of SGM will be despatched to the Shareholders as soon as practicable. PROPOSED CANCELLATION AND THE SET OFF The Company intends to put forward for approval by the Shareholders at the SGM resolution(s) to approve, subject to the conditions set out below, the Cancellation and the Set Off pursuant to which: (a) the entire amount standing to the credit of the share premium account of the Company will be cancelled; and (b) the credit arising from the cancellation of the share premium account will be transferred to the contributed surplus account of the Company and such credit will be partially used to set off against the accumulated losses of the Company. According to the latest audited accounts of the Company for the year ended 31 December 2004, the accumulated losses of the Company as at 31 December 2004 amounted to approximately HK$1,120,764,000.00. Based on the latest management accounts of the Company as at 31 March 2005, the share premium account of the Company amounted to approximately HK$1,296,591,000.00. Conditions of the Cancellation and the Set Off The Cancellation and the Set Off will be conditional upon: (i) the passing at the SGM of a special resolution approving the