Wang On Group Limited — Share Issue/Capital Change 2002

Mar 20, 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)

RESULTS OF THE RIGHTS ISSUE OF

6,576,243,732 NEW SHARES

ON THE BASIS OF FOUR RIGHTS SHARES

FOR EVERY EXISTING SHARE HELD WITH

BONUS SHARES TO BE ISSUED WITH

RIGHTS SHARES ON THE BASIS OF

ONE BONUS SHARE FOR FOUR FULLY PAID RIGHTS SHARES

The Directors announce that the Company has received 183 valid acceptances for 4,080,784,056 Rights Shares provisionally allotted under the Rights Issue (representing approximately 62.05% of the total number of Rights Shares provisionally allotted) and 124 valid excess applications for 1,997,039,209 Rights Shares (representing approximately 30.37% of the total number of Rights Shares provisionally allotted), amounting to 6,077,823,265 Rights Shares in aggregate (representing approximately 92.42% of the total number of Rights Shares provisionally allotted). The Underwriters will subscribe for and/or procure subscription for the remaining balance of 498,420,467 Rights Shares in accordance with the terms of the Underwriting Agreement.

The Rights Issue became unconditional on 20th March, 2002.

Reference is made to the Company's prospectus (the "Prospectus") dated 28th February, 2002 in respect of the Rights Issue including the issue of the Bonus Shares with the fully-paid Rights Shares. Unless otherwise stated, capitalised terms used in this announcement shall have the same meanings as defined in the Prospectus.

RESULTS OF THE RIGHTS ISSUE

The Directors announce that as at 4:00 p.m. on Friday, 15th March, 2002, being the latest time for acceptance of and payment for the Rights Shares, the Company has received 183 valid acceptances for 4,080,784,056 Rights Shares provisionally allotted under the Rights Issue (representing approximately 62.05% of the total number of Rights Shares provisionally allotted) and 124 valid excess applications for 1,997,039,209 Rights Shares (representing approximately 30.37% of the total number of Rights Shares provisionally allotted), amounting to 6,077,823,265 Rights Shares in aggregate (representing approximately 92.42% of the total number of Rights Shares provisionally allotted).

As the Rights Issue is under-subscribed, the Company has fully accepted the excess applications for Rights Shares and the Underwriters will subscribe for and/or procure subscription for the remaining balance of 498,420,467 Rights Shares in accordance with the terms of the Underwriting Agreement.

As stated in the Prospectus, the Company would issue and allot one Bonus Share for every four fully-paid Rights Shares. Accordingly, fractional entitlements to Bonus Shares have not been and will not be issued. On the basis of one Bonus Share for four fully-paid Rights Shares, the total number of Bonus Shares to be issued with the Rights Shares will be 1,644,060,931.

The Rights Issue became unconditional on 20th March, 2002.

SHAREHOLDING OF THE SUBSTANTIAL SHAREHOLDERS

As at the Record Date, the Substantial Shareholders were beneficially interested in 200,617,117 Shares, representing approximately 12.20% of the then total issued Shares. The Substantial Shareholders have subscribed for 802,468,468 Rights Shares in aggregate through their acceptances of their respective provisional allotments in compliance with their respective irrevocable undertakings given to the Company. In addition, Ms. Tang has also applied for 615,336,334 excess Rights Shares.

As at the date of this announcement, the total number of issued Shares is 1,644,060,933. Immediately after completion of the Rights Issue and the issue of the Bonus Shares, the total number of issued Shares will be 9,864,365,596, and the Substantial Shareholders will be interested in an aggregate of 1,972,873,119 Shares, representing approximately 20.00% of the total issued Shares as enlarged by the allotment and issue of the Rights Shares and Bonus Shares.

The table below shows the shareholding of each of the Substantial Shareholders immediately before and after the Rights Issue and the issue of the Bonus Shares:

	Immediately before completion of the Rights Issue and the issue of the Bonus Shares		Immediately after completion of the Rights Issue and the issue of the Bonus Shares
	Shares	%	Shares	%
Caister Limited (Note)	36,314,000	2.21%	217,884,000	2.21%
Mr. Tang	9,927,645	0.60%	59,565,870	0.60%
Ms. Yau	9,927,645	0.60%	59,565,870	0.60%
Ms. Tang Mui Fong	65,904,095	4.01%	395,424,570	4.01%
Mr. Yau Yuk Tong	41,506,825	2.52%	249,040,950	2.52%
Ms. Tang	37,036,907	2.25%	991,391,859	10.05%
Total	200,617,117	12.20%	1,972,873,119	20.00%

Note: Mr. Tang is deemed to be interested in these Shares due to Caister Limited being wholly and beneficially owned by Mr. Tang.

CERTIFICATES AND DEALINGS

It is expected that share certificates in respect of the fully-paid Rights Shares and the Bonus Shares will be despatched by ordinary post to those entitled thereto at their own risk by the Hong Kong branch share registrar of the Company on Thursday, 21st March, 2002. Dealings in the Rights Shares in their fully-paid form and the Bonus Shares on the Stock Exchange will commence on Monday, 25th March, 2002.

RECENT FLUCTUATIONS IN PRICE AND TRADING VOLUME OF SHARES

The Directors have noted the recent decrease in price and increase in trading volume of the Shares and wish to state that they are not aware of any reasons for such movements save for the Underwriting Agreement becoming unconditional.

Save for the above, the Directors confirm that there are no negotiations or agreements relating to intended acquisitions or realisations which are discloseable under paragraph 3 of the Listing Agreement, neither is the Board aware of any matter discloseable under the general obligation imposed by paragraph 2 of the Listing Agreement, which is or may be of a price-sensitive nature.

The statements under this section have been made by the order of the Board and the Directors individually and jointly accept responsibility for the accuracy of these statements.

By Order of the Board

Wang On Group Limited

Tang Ching Ho

Chairman and Managing Director

Hong Kong, 20th March, 2002

Please also refer to the published version of this announcement in the Hong Kong iMail Post dated 21/3/2002