Tomson Pacific, which holds 640 million shares, about 35 per cent of WTCG, has agreed to accept the offer.

Under the conditional deal, when acceptance was more than 50 per cent of WTCG's share capital, Ceroil would have the right to request that Tomson require holders of WTCG options to exercise their options and accept the offer.

The options were granted to Tong Cun-lin, managing director of Tomson Pacific, and five other parties.

The options, most granted on March 26, 1993, represented 172 million WTCG shares at a subscription price of $1 per share.

In a letter to WTCG and Tomson Pacific on July 26, the stock exchange imposed new conditions relating to the options deal.

The exchange requested that the granting of the WTCG options be approved in a general meeting of non-Tomson Pacific shareholders.

Meanwhile, an independent financial adviser must be appointed to advise WTCG minority shareholders.

Until the conditions had been met, the stock exchange said it would not allow the listing of new shares due to these options.

Similarly, the exchange also asked Tomson Pacific to put its share options granted to Mr Tong and his wife, Hsu Feng, to the vote of minority shareholders.

The options, totalling 32 million Tomson Pacific shares, represent 4.5 per cent of the firm's enlarged capital. The subscription price was $1.355 per share.

Stock exchange listing committee head Herbert Hui Ho-ming said the exchange would be looking very closely at transactions which ought to have minority shareholder endorsement.

''Things like these share options deals which affect shareholders' interests should be decided by the shareholders themselves,'' Mr Hui said.