Tomson Group Limited — Share Issue/Capital Change 1999

Jul 5, 1999

Listed Company Information

PO WING KWAN<0149>-Announcement & Resumption of Trading 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. PO WING KWAN INTERNATIONAL (HOLDINGS) LIMITED (Incorporated in Bermuda with limited liability) (the "Company") Private placement of 100,000,000 new shares The Company and Yardley Securities Limited ("YSL") had entered into a conditional placing agreement (the "Agreement") on 2nd July, 1999 in relation to the placing on a fully-underwritten basis (the "Placing") of 100,000,000 new ordinary shares of US$0.02 each (the "Placing Shares") in the share capital of the Company (the "Shares") at a price of HK$0.255 per Share (the "Placing Price"). The Placing Shares represent approximately 10.55 percent of the Company's total issued share capital at the date of this announcement and approximately 9.55 percent of the issued share capital as enlarged by the issue of the Placing Shares. The net proceeds of the Placing are estimated to be approximately HK$24.86 million and will be used as working capital of the Company. Completion of the Agreement is conditional upon the granting of a listing of, and permission to deal in, the Placing Shares by the Listing Committee of The Stock Exchange of Hong Kong Limited. Agreement dated 2nd July, 1999. Issuer Po Wing Kwan International (Holdings) Limited Placing Agent and the Underwriter YSL, a company independent of, not connected with and not acting in concert with any directors, chief executives or substantial shareholders of the Company or any of their subsidiaries or any of their respective associates (as defined under the Listing Rules). Number of Shares to be placed 100,000,000 new ordinary Shares. The Placing Shares represent approximately 10.55 percent of the Company's total issued share capital at the date of this announcement and approximately 9.55 percent of the issued share capital as enlarged by the issue of the Placing Shares. Placees YSL undertakes to place the Placing Shares to placees who/which are institutional and/or professional investors independent of, and not connected with any directors, chief executives or substantial shareholders of the Company or any of their subsidiaries or any of their respective associates (as defined under the Listing Rules) or failing which, YSL undertakes to subscribe for the Placing Shares itself. As at the date of this announcement, neither YSL nor any of its associates holds any Shares. Placing Price The Placing Price of HK$0.255 per Share represents a discount of approximately 7.27 percent to the closing price of HK$0.275 per Share as quoted by The Stock Exchange of Hong Kong Limited (the "Stock Exchange") on 30th June, 1999 and a discount of approximately 14.72 percent to the average closing price of HK$0.299 per Share as quoted by the Stock Exchange on the last ten trading days up to and including 30th June, 1999. The Placing Price was negotiated on an arm's length basis between the Company and YSL. The board of directors (the "Board") of the Company considers that the Placing is fair and reasonable to the Company and its shareholders as a whole. Rights The Placing Shares, when fully paid, will rank pari passu with all the existing Shares of the Company in all respects, including the right to receive all dividends and distributions made or declared after completion date save that the Placing Shares shall not rank for the interim dividend (if any) of the Company for its 6-month interim period ended 30th June, 1999. Conditions and Completion of the Agreement Completion of the Agreement is conditional upon the granting of the listing of, and permission to deal in, the Placing Shares by the Listing Committee of the Stock Exchange which is expected to take place on or before 2nd August, 1999 or such later date as the Company and YSL may agree. Substantial shareholder's interest in the Company Reference is made to an announcement of the Company dated 28th June, 1999. Financial Holdings Limited, a nominee of Allmead Company Limited, transferred its entire shareholding in the Company, i.e. 227,160,000 shares representing 23.98% of the existing issued share capital of the Company, to Dragon Centre Limited ("DCL"), a company owned by Miss Tan Wan Ling, Miss Tan Siow Ling and Miss Tan May Ling, on 7th June, 1999 and DCL has become the single largest shareholder of the Company. As at the date of this announcement, DCL holds 227,160,000 shares (the "Share Block"), representing approximately 23.98% of the existing issued share capital of the Company and 21.69% of the issued share capital of the Company as enlarged by the issue of the Placing Shares. Up to the date of this announcement, the Company has not received any notice from DCL in respect of its intended disposal (if any) of the Share Block. Use of net proceeds The net proceeds of the Placing are estimated to be approximately HK$24.86 million and will be used as general working capital of the Company for the next 12 months. The Board is not in anticipation of any other specific application of such proceeds. Mandate to issue Placing Shares The Placing Shares will be issued pursuant to the general mandate granted to the directors of the Company at the annual general meeting of the Company held on 25th June, 1999. Application for Listing The Company will make an application to the Stock Exchange for the granting of the listing of, and permission to deal in, the Placing Shares. Suspension and Resumption of Trading The Company has made an application to suspend trading in its Shares on the Stock Exchange at 11:20 a.m. on 2nd July, 1999 pending the issuance of this announcement. The Company will apply to resume trading in its Shares on the Stock Exchange at 10:00 a.m. on 5th July, 1999. Made by the order of the Board, the directors of which individually and jointly accept responsibility for the accuracy of this announcement. By Order of the Board Ng Kwan Sau Mona Company Secretary Hong Kong, 2nd July, 1999