Wang On Group Limited — Share Issue/Capital Change 2002

Sep 4, 2002

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)

REVISED CAPITAL REORGANISATION PROPOSAL

The Directors announced on 29 August, 2002 that a capital reorganisation would be put forward to the Shareholders. In order to facilitate the trading of Shares and to eliminate the number of odd lots of Shares, the Directors intend to revise certain terms of such capital reorganisation proposal.

A circular containing details of the Revised Capital Reorganisation, together with a notice convening the SGM, will be despatched to the Shareholders as soon as possible.

Reference is made to the announcement issued by the Company on 29 August, 2002 regarding a proposed capital reorganisation under which the Directors intend to revise certain terms of such capital reorganisation proposal.

REVISED CAPITAL REORGANISATION PROPOSAL

In order to facilitate the trading of Shares and to eliminate the number of odd lots of Shares, the Directors consider that it is in the best interest of the Shareholders to revise certain terms of the capital reorganisation proposal as announced by the Company on 29 August, 2002 as follows:-

(i) a share consolidation on the basis that every 100 issued and unissued Shares of HK$0.01 each will be consolidated into one Consolidated Share of HK$1.00 each;

(ii) the issued share capital of the Company will be reduced from HK$1.00 to HK$0.10 per issued share by canceling paid-up capital to the extent of HK$0.90 on each such Consolidated Share so that each such Consolidated Share shall thereafter be treated as one fully-paid up New Share, having a value of HK$0.10 each;

(iii) the subdivision of each unissued Consolidated Share of HK$1.00 each into 10 New Shares of HK$0.10 each; and

(iv) crediting of an amount of approximately HK$106,329,290 which will arise as a result of the Capital Reduction to the contributed surplus account of the Company where it shall be dealt with in accordance with and subject to the Companies Act and the bye-laws of the Company.

Effect of the Revised Capital Reorganisation

On the basis of 118,143,655 Consolidated Shares which are expected to be in issue following the Share Consolidation becoming effective, it is proposed that the amount of approximately HK$106,329,290 that will arise as a result of the Capital Reduction will be credited to the contributed surplus account of the Company. Implementation of the Revised Capital Reorganisation will not, of itself, alter the underlying assets, business operations, management or financial position of the Company or the proportionate interests of the Shareholders, other than the payment of legal fees, printing and related expenses of approximately HK$0.5 million.

Assuming no further Shares will be issued after the date of this announcement and before the effective date of the Revised Capital Reorganisation, the effects of the Revised Capital Reorganisation are set out as follows:

	Prior to		After Revised
	Revised Capital		Capital
	Reorganisation		Reorganisation
Par value per share	HK$0.01		HK$0.10
Number of authorised shares	20,000,000,000		2,000,000,000
Authorised share capital	HK$200,000,000		HK$200,000,000
Number of issued shares	11,814,365,596		118,143,655
Issued share capital	HK$118,143,655.96		HK$11,814,365.50
Number of unissued shares	8,185,634,404		1,881,856,345
Unissued share capital	HK$81,856,344.04		HK$188,185,634.50

EXPECTED TIMETABLE

The following timetable for the Revised Capital Reorganisation is indicative only and is subject to changes. Further announcement will be made in the event of any such changes.

	2002
Latest time for lodging proxy forms for the SGM	9:30 a.m., Wednesday, 2 October
Date of the SGM	9:30 a.m., Friday, 4 October
Effective date of the Revised Capital Reorganisation	Monday, 7 October
Original counter for trading in board lots of 2,000 Shares
temporarily closes	9:30 a.m., Monday, 7 October
Temporary counter for trading in board lots of 20 New Shares
(in the form of existing GREEN share certificates) opens	9:30 a.m., Monday, 7 October
First day for free exchange of existing GREEN share certificates for
BLUE new share certificates for New Shares	Monday, 7 October
First day for the matching service for the selling and
buying of odd lots of New Shares	Tuesday, 22 October
Original counter for trading in board lots of 2,000 New Shares (in the form of
BLUE new share certificates for New Shares) reopens	9:30 a.m., Tuesday, 22 October
Parallel trading in New Shares (in the form of BLUE new certificates for New
Shares and existing GREEN share certificates for Shares) commences	9:30 a.m., Tuesday, 22 October
Temporary counter for trading in board lots of 20 New Shares
(in the form of existing GREEN share certificates) closes	4:00 p.m., Tuesday, 12 November
Last day for the matching service for the selling and buying of
odd lots of New Shares	Tuesday, 12 November
Parallel trading in New Shares (in the form of BLUE new certificates for
New Shares and existing GREEN share certificates for Shares) ends	4:00 p.m., Tuesday, 12 November
Last day for free exchange of existing GREEN share certificates for
BLUE new share certificates for New Shares	Tuesday, 19 November

FREE EXCHANGE OF SHARE CERTIFICATES AND PARALLEL TRADING ARRANGEMENTS

Subject to the Revised Capital Reorganisation becoming effective, the arrangements proposed for dealings in the New Shares are expected to be as follows:

(a) with effect from 7 October, 2002, the present counter for trading in board lots of 2,000 Shares will be closed temporarily and a temporary counter for trading in board lots of 20 New Shares (in the form of existing share certificates in green colour) will be set up. Existing share certificates for the Shares may only be traded at this counter;

(b) with effect from 22 October, 2002, the present counter for trading in board lots of 2,000 New Shares (in the form of new share certificates in blue colour) will be reopened. Only new share certificates for the New Shares can be traded at this counter;

(c) during the period from 22 October, 2002 to 12 November, 2002 (both dates inclusive), there will be parallel trading in the above two counters. In order to alleviate the difficulties in trading odd lots of Shares represented by existing share certificates or New Shares arising as a result of the Revised Capital Reorganisation, the Company has procured Kingsway SW Securities Limited to provide matching services on a best efforts basis to those Shareholders who wish to top-up or sell their holding of odd lots of New Shares during the period from 22 October, 2002 to 12 November, 2002 (both dates inclusive). Holders of odd lots of the New Shares who wish to take advantage of this facility may contact Mr. Ho Sai Hang, Vitus of Kingsway SW Securities Limited at 5th Floor, Hutchison House, 10 Harcourt Road, Central, Hong Kong (Tel: (852) 2283-7111) during such period. Shareholders should note that matching of odd lots is not guaranteed and they are recommended to consult their professional advisers if in doubt about the aforementioned facility; and

(d) with effect from 13 November, 2002, trading will only be in board lots of 2,000 New Shares (in the form of new share certificates in blue colour) and the temporary counter for trading in board lots of 20 New Shares (in the form of existing share certificates in green colour) will be closed after the close of trading on 12 November, 2002.

Trading in the New Shares represented by existing share certificates will cease after the close of business on 12 November, 2002. Existing share certificates for the Shares will only be valid for delivery and settlement in respect of trading for the period up to 12 November, 2002 and thereafter will not be acceptable for trading purposes. However, existing share certificates for the Shares will continue to be good evidence of legal title to the New Shares on the basis of every 100 Shares for one New Share and may be exchanged for new share certificates for the New Shares at any time, such Shareholder shall be entitled to tender his/her share certificate(s) for the Shares in exchange for new share certificate(s) for the New Shares in board lots of 2,000 New Shares so that his/her shareholding may be accurately represented by the new share certificate(s).

New share certificates (in BLUE colour) for the New Shares will be issued in order to distinguish them from existing share certificates (in GREEN colour) for the Shares.

Shareholders are urged to exchange their existing share certificates for the Shares for new share certificates for the New Shares as soon as possible on or after 7 October, 2002. This will be done free of charge on or before 19 November, 2002 by delivering the existing share certificates for the Shares to the Company’s branch share registrar in Hong Kong, Tengis Limited at 4th Floor, Hutchison House, 10 Harcourt Road, Hong Kong. Thereafter, existing share certificates for the Shares will be accepted for exchange only on payment of a fee of HK$2.50 (or such higher amount as may be stipulated in the Listing Rules from time to time) for each new certificate to be issued or each old certificate submitted, whichever number of certificates is higher. A Shareholder will be entitled to aggregate his/her Shares registered in his/her name in order to obtain new share certificates in board lots of 2,000 New Shares.

It is expected that new share certificates for the New Shares will be available for collection on or about the tenth business day from the date of submission of the existing share certificates for the Shares to the Company’s branch share registrar at the above address.

GENERAL

Apart from the above, there is no change in the content of the announcement issued by the Company on 29 August, 2002.

TERMS USED IN THIS ANNOUNCEMENT

“Capital Reduction”	the proposed reduction of the par value of each issued Consolidated Share from HK$1.00 to HK$0.10 by canceling paid-up capital to the extent of HK$0.90 on each issued Consolidated Share;
“Companies Act”	the Companies Act 1981 of Bermuda
“Company”	Wang On Group Limited, a company incorporated in Bermuda with limited liability, the shares of which are listed on the Stock Exchange;
“Consolidated Share(s)”	the new share(s) of HK$1.00 each in the share capital of the Company upon the Share Consolidation becoming effective but prior to the Capital Reduction and Subdivision;
“Directors”	directors of the Company;
“Hong Kong”	the Hong Kong Special Administrative Region of the People’s Republic of China;
“Listing Rules”	Rules Governing the Listing of Securities on the Stock Exchange;
“New Share(s)”	the share(s) of HK$0.10 each in the share capital of the Company in issue upon the Revised Capital Reorganisation becoming effective;
“Revised Capital	the Share Consolidation, the Capital Reduction and the Subdivision;
Reorganisation”
“SGM”	special general meeting of the Company to be convened to consider and, if thought fit, approve the Revised Capital Reorganisation;
“Share(s)”	the existing shares of HK$0.01 each in the share capital of the Company;
“Share Consolidation”	the proposed consolidation of the Shares on the basis of every 100 issued and unissued Shares into one Consolidated Share of HK$1.00 each;
“Shareholder(s)”	holder(s) of the Shares;
“Stock Exchange”	The Stock Exchange of Hong Kong Limited;
“Subdivision”	the subdivision of each unissued Consolidated Share into 10 New Shares of HK$0.10 each;
“HK$”	Hong Kong dollars.

By Order of the Board

Wang On Group Limited

Tang Ching Ho

Chairman

Hong Kong, 4 September, 2002

Please also refer to the published version of this announcement in The Standard dated 5 September 2002.