Wang On Group Limited — AGM Information 2004

May 11, 2004

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WANG ON GROUP LIMITED （宏安集團有限公司）[*]

(Incorporated in Bermuda with limited liability)

(Stock Code: 1222)

NOTICE OF THE SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that a special general meeting of the shareholders of Wang On Group Limited (the “ Company ”) will be held at 9:30 a.m. on 4 June 2004 at 37th Floor, Citibank Tower, Citibank Plaza, 3 Garden Road, Central, Hong Kong for the purpose of considering and, if thought fit, passing the following resolutions, which will be proposed as Ordinary Resolutions of the Company:

ORDINARY RESOLUTIONS

1. THAT the conditional Sale and Purchase Agreement dated as of 8 April 2004 (the “ Sale and Purchase Agreement ”) between Wang On Enterprises (BVI) Limited (“ Wang On (BVI) ”), a wholly-owned subsidiary of the Company, Source Millennium Limited (“ Source Millennium ”), a wholly-owned subsidiary of Wai Yuen Tong Medicine Holdings Limited (“ WYT ”), the Company and WYT, a copy of which has been initialled by the chairman of this meeting and for the purpose of identification marked “A”, pursuant to which, inter alia, Wang On (BVI) agrees to sell and Source Millennium agrees to purchase:

   • (a) the entire issued share capital of WOD Investments Limited; and

   • (b) a related unsecured and interest free shareholder’s loan with no fixed payment date which stands at the aggregate amount of HK$72,015,692 as at the date of the Sale and Purchase Agreement,

at an initial consideration of HK$64,485,762, to be fully satisfied by payment in cash on completion, subject to adjustment after completion in accordance with the terms of the Sale and Purchase Agreement, be approved, and the board of directors of each of the Company and Wang On (BVI) be authorised to do all things and approve the execution of all documents in connection with or incidental to the Sale and Purchase Agreement, with such amendments or modifications (if any) as the relevant board may consider necessary, desirable or appropriate.

1. THAT the Irrevocable Undertaking dated 8 April 2004 given by the Company (the “ Undertaking ”), a copy of which has been initialled by the chairman of this meeting and for the purpose of identification marked “B”, pursuant to which, inter alia, the Company has conditionally irrevocably undertaken to take up or procure the take up of all its or its subsidiaries’ entitlements under the proposed issue of rights shares (the “ Rights Shares ”) by WYT (being 325,393,989 rights shares) and any additional Rights Shares to be provisionally allotted to the Company or its subsidiaries in respect of any shares acquired by them on or after the date of the Undertaking and which are held by them as at the close of business on the Record Date (as defined in the Undertaking), and in addition, to make or procure an excess application for 210,000,000 Rights Shares (the “ Excess Application ”) by the Company be approved, and the board of directors of each of the Company and its subsidiaries be authorised to do all things and approve the execution of all documents in connection with or incidental to the

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Undertaking, including without limitation, the subscription of the Rights Shares and making the Excess Application, with such amendments or modifications (if any) as the relevant board may consider necessary, desirable or appropriate.

By order of the Board Wang On Group Limited Kelly Li Company Secretary

Hong Kong, 12 May 2004

Notes:

1. A member of the Company entitled to attend and vote at the above meeting is entitled to appoint one or more than one proxy to attend and to vote in his stead. A proxy need not be a member of the Company.

2. The instrument appointing a proxy shall be in writing under the hand of the appointer or his/her attorney duly authorised in writing. If the appointer is a corporation, the form of a proxy must be under its common seal or under the hand of an officer, attorney or other person authorised to sign the proxy.

3. To be valid, the form of proxy together with the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of that power or authority, must be deposited at the Company’s registrar, Tengis Limited, at Ground Floor, Bank of East Asia Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong, as soon as possible and in any event not less than 48 hours before the time appointed for holding the meeting or any adjournment thereof.

4. Completion and return of the form of proxy shall not preclude members from attending and voting in person at the meeting or at any adjourned meeting (as the case may be) should they wish, and in such event, the form of proxy shall be deemed to be revoked.

As at the date of this notice, the board of directors of the Company comprises of Mr. Tang Ching Ho, Ms. Yau Yuk Yin and Mr. Chan Chun Hong, Thomas being executive directors, Dr. Lee Peng Fei, Allen, Mr. Wong Chun, Justein and Dr. Siu Yim Kwan, Sidney being independent non-executive directors.

• For identification purpose only

"Please also refer to the published version of this announcement in The Standard"

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