Wang On Group Limited — Share Issue/Capital Change 2002

Feb 28, 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)

Result of Special General Meeting,

Despatch of Prospectus Documents

and

Update on disclosure under

Practice Note 19 of the Listing Rules

The Rights Issue was approved by the Shareholders at the special general meeting of the Company held on 28th February, 2002.

The Prospectus Documents have been despatched to the Qualifying Shareholders on 28th February, 2002.

Following completion of the Heads of Agreement on 20th February, 2002, the total relevant advance made (or deemed to be made) by the Group to Dailywin for the purpose of PN19 as a result of the Group's loans to Dailywin and its holding of Dailywin Stock in the aggregate principal amount of GBP2,700,710 amounts to approximately HK$60.77 million, representing approximately 33.5% (taking into account the proceeds from the Rights Issue approximately 16.3%) of the net assets of the Company.

Reference is made to the Company's announcements dated 16th January, 2002 (the "First Announcement"), 5th February, 2002 and 11th February, 2002 (the "PN19 Announcement") relating to, among other things, details of the Rights Issue including the issue of the Bonus Shares with the fully-paid Rights Shares and the disclosure under Practice Note 19 of the Listing Rules. Unless otherwise stated, capitalised terms used in this announcement shall have the same meanings as those defined in the First Announcement and the PN19 Announcement (as the case may be).

RESULT OF SPECIAL GENERAL MEETING

The Directors are pleased to announce that the Rights Issue (including the issue of the Bonus Shares with the fully-paid Rights Shares) was approved by the Shareholders at the SGM held on 28th February, 2002. As at 28th February, 2002, being the Record Date for the Rights Issue, there are 1,644,060,933 Shares in issue. On the basis of four Rights Share for every existing Share held on the Record Date and the issue of one new Share by way of bonus for every four fully-paid Rights Shares, and subject to the fulfillment of the conditions as stated in the Prospectus, the Rights Issue will increase the total number of issued Shares to 9,864,365,598 by the issue of 6,576,243,732 Rights Shares and 1,644,060,933 Bonus Shares.

DESPATCH OF THE PROSPECTUS DOCUMENTS

Copies of the Prospectus Documents have been registered with the Registrar of Companies in Hong Kong pursuant to Section 342C of the Companies Ordinance (Chapter 32 of the Laws of Hong Kong) and filed with the Registrar of Companies in Bermuda in accordance with the requirements of the Companies Act 1981 of Bermuda. Accordingly, the Prospectus Documents have been despatched to the Qualifying Shareholders on 28th February, 2002. The Prospectus, but not the provisional allotment letter and the form of application for excess Rights Shares, has also been despatched to the Non-Qualifying Shareholders on 28th February, 2002 for their information only.

DISCLOSURE UNDER PRACTICE NOTE 19 OF THE LISTING RULES

Pursuant to the Heads of Agreement (details of which were disclosed in the PN19 Announcement), Dynamission acquired from the holders of the Dailywin Stock in the aggregate principal amount of GBP2,270,710 (approximately HK$25.09 million), representing approximately 82.37% of the outstanding Dailywin Stock, for a total consideration of GBP1,771,153.80 (approximately HK$19.57 million). In addition to the Dailywin Stock in the principal amount of GBP430,000 (approximately HK$4.75 million) at the aggregate consideration of GBP255,850 (approximately HK$2.88 million) acquired in December 2001, the Group's holding of Dailywin Stock amounts to an aggregate principal amount of GBP2,700,710 (approximately HK$29.84 million), representing approximately 97.96% of the outstanding Dailywin Stock. The payment made by Dynamission under the Heads of Agreement has been made by internal resources of the Group.

Following completion of the Heads of Agreement on 20th February, 2002 and as a result of the implementation of the arrangements provided therein, and taking into account the current total indebtedness of Dailywin to the Group, the Group's total relevant advance to Dailywin for the purpose of PN19 as at the date of this announcement amounts to approximately HK$60.77 million, which represents approximately 33.5% (and taking into account the proceeds from the Rights Issue, approximately 16.3%) of the Company's net assets. Details of the relevant advance made (or deemed to be made) by the Group are as follows:-

		HK$ million
1.	loan advanced to Dailywin by Rich Time on	21.00
	29th August, 2001 (as previously disclosed
	in the PN19 Announcement)
2.	further loans advanced to Dailywin by the Group from
	27th September, 2001 up to 6th February, 2002
	(as previously disclosed in the PN19 Announcement)	6.15
3.	following completion of the Heads of Agreement
	on 20th February, 2002 as referred to above, the Group
	holds approximately 97.96% of the outstanding Dailywin
	Stock in the aggregate principal amount of GBP2,700,710	29.84
4.	loans amounting to GBP224,586.09 and HK$1.3 million
	advanced to Dailywin by Rich Time for payments of interest
	and legal cost respectively in relation to the Heads of Agreement
	(as previously disclosed in the PN19 Announcement)	3.78
	Total relevant advance to Dailywin as at the date of this announcement	60.77

(Note: For the purpose of this announcement, the exchange rate of GBP 1=HK$11.05 is used.)

By Order of the Board

Wang On Group Limited

Tang Ching Ho

Chairman and Managing Director

Hong Kong, 28th February, 2002

Please also refer to the published version of this announcement in the Hong Kong iMail Post dated 1/3/2002