Wang On Group Limited — Share Issue/Capital Change 2002

Feb 6, 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)

PROPOSED RIGHTS ISSUE 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,

BYE-LAW AMENDMENT,

INCREASE IN AUTHORISED SHARE CAPITAL

AND

GRANT OF GENERAL MANDATES

TO ISSUE AND REPURCHASE SHARES

DESPATCH OF CIRCULAR

A circular containing, among other things, details of the Rights Issue including the issue of the Bonus Shares with the fully-paid Rights Shares, together with the notice convening the SGM, will be despatched to the Shareholders on 6th February, 2002.

The circular contains certain financial information of the Group which has not been previously released or otherwise disclosed to the public. Such information is reproduced in this announcement.

Reference is made to the Company's announcement dated 16th January, 2002 (the "Announcement") relating to, among other things, details of the Rights Issue including the issue of the Bonus Shares with the fully-paid Rights Shares. Unless otherwise stated, capitalised terms used herein shall have the same meanings as those defined in the Announcement.

DESPATCH OF CIRCULAR

A circular containing, among other things, details of the Rights Issue including the issue of the Bonus Shares with the fully-paid Rights Shares, together with the notice convening the SGM, will be despatched to the Shareholders on 6th February, 2002 (the "Circular").

FINANCIAL INFORMATION OF THE GROUP

The Circular contains information on the pro forma adjusted unaudited consolidated net tangible assets of the Group and the pro forma adjusted unaudited consolidated net tangible asset value per Share before and after the issue of the Rights Shares and the Bonus Shares, which has been reviewed by the auditors of the Company and has not been previously released or otherwise disclosed to the public. Such information is included in the letter from the independent financial adviser to the Shareholders and is reproduced below:

	HK'000
Unaudited consolidated net assets of the Group as at 30th September, 2001	197,056
Less: Intangible assets as at 30th September, 2001	(15,908	)
	181,148
Add: Net proceeds from the top-up placing of the then existing Shares and
placing of new Shares as announced by the Company
on 25th September, 2001 (Shares were issued and allotted on 6th and 8th October, 2001)	12,300
Add: Net proceeds from the top-up placing of the then existing Shares and
placing of new Shares as announced by the Company
on 1st November, 2001 (Shares were issued and allotted on 9th and 12th November, 2001)	20,000
Add: Net proceeds from the top-up placing of the then existing Shares and placing of new Shares as
announced by the Company on 19th December, 2001 (Shares were issued and allotted on 28th and 31st December, 2001)	24,000
Less: Estimated goodwill for acquisition of shares in Luxembourg Medicine Company Limited and
China Ocean Investments Limited	(56,200	)
Pro forma adjusted unaudited consolidated net tangible assets of the Group before the Rights Issue	181,248
Add: Estimated net proceeds of the Rights Issue (assuming the outstanding options under the Share Option Scheme are
not exercised on or before the Record Date)	191,369
Pro forma adjusted unaudited consolidated net tangible assets of the Group after the Rights Issue	372,617
Pro forma adjusted unaudited consolidated net tangible assets of the Group per Share:
- before the issue of Rights Shares and Bonus Shares (based on 1,644,060,933 Shares in issue)	11.02 cents
- after the issue of Rights Shares and Bonus Shares (based on 9,864,365,598 Shares in issue)	3.78 cents

The above table has not taken into account the operating profit or loss of the Group for the period from 1st October, 2001 to the date of the Circular. The Directors consider that the operating profit or loss is immaterial to the pro forma adjusted unaudited consolidated net tangible assets of the Group.

GENERAL

Please note that the Rights Issue may or may not proceed. Shareholders and potential investors should exercise caution when dealing in the Shares.

By Order of the board of Directors of

Wang On Group Limited

Chan Chun Hong, Thomas

Director and Company Secretary

Hong Kong, 5th February, 2002

Please also refer to the published version of this announcement in the Hong Kong iMail Post dated 6/2/2002