Wang On Group Limited — AGM Information 2005

Apr 12, 2005

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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 SPECIAL GENERAL MEETING

NOTICE is hereby given that a special general meeting of Wang On Group Limited (the “Company”) will be held at 37th Floor, Two International Finance Centre, 8 Finance Street, Central, Hong Kong on 6 May 2005 at 9:30 a.m. (Hong Kong time) for the purposes 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 (the “Sale and Purchase Agreement”) dated 18 March 2005 between Mr. Tang Ching Ho (“Mr. Tang”), Suitbest Investments Limited (“Suitbest”), a wholly-owned subsidiary of the Company, and Hanwin Investment Limited (“Hanwin”), a company wholly and beneficially owned by Mr. Tang, (a copy of which has been initialed by the chairman of this meeting and for the purpose of identification marked “A”) pursuant to which, inter alia, Mr. Tang has agreed to sell and Suitbest has agreed to purchase:

   • (a) one share of HK$1 in the share capital of Hanwin, being the entire issued share capital of Hanwin; and

   • (b) shareholder’s loan of Hanwin,

be approved, confirmed and ratified and that all the transactions contemplated thereunder be and the same are hereby approved, and any one director of each of the Company and Suitbest be and is authorised to do all such acts and/or execute such other documents in connection with or incidental to the Sale and Purchase Agreement by hand or under seal, with such amendments or modifications (if any) as the relevant director may consider necessary, desirable or appropriate.”

1. “ THAT :

   • (a) the general mandate granted to the directors of the Company (the “Directors”) to exercise the powers of the Company to repurchase shares in the capital of the Company (the “Shares”) as approved by the shareholders of the Company at the special general meeting held on 28 January 2005, to the extent not already exercised be and is hereby revoked (but without prejudice to any valid exercise of such general mandate prior to the passing of this resolution);

   • (b) subject to paragraph (c) below, the exercise by the Directors during the Relevant Period (as defined below) of all the powers of the Company to repurchase Shares be and is hereby generally and unconditionally approved;

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• (c) the aggregate nominal amount of the Shares which may be repurchased by the Company pursuant to the approval in paragraph (b) above shall not exceed 10% of the aggregate nominal amount of the share capital of the Company in issue at the date of the passing of this resolution, and the said approval shall be limited accordingly; and

• (d) for the purpose of this resolution:

“Relevant Period” means the period from the passing of this resolution until whichever is the earliest of:

  - (i) the conclusion of the next annual general meeting of the Company; 

  - (ii) the expiration of the period within which the next annual general meeting of the Company is required by Bermuda law or the Company’s bye-laws to be held; and 

  - (iii) the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting.” 

1. “ THAT :

   • (a) the general mandate granted to the directors of the Company (the “Directors”) to exercise the powers of the Company to allot, issue and deal with shares in the capital of the Company (the “Shares”) and to make or grant offers, agreements and options, including warrants to subscribe for Shares, as approved by the shareholders of the Company at the special general meeting held on 28 January 2005, to the extent not already exercised be and is hereby revoked (but without prejudice to any valid exercise of such general mandate prior to the passing of this resolution);

   • (b) subject to paragraph (d) below, pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, the exercise by Directors during the Relevant Period (as defined below) of all the powers of the Company to allot, issue and deal with additional Shares and to make or grant offers, agreements and options, including warrants to subscribe for Shares, which would or might require the exercise of such powers, subject to and in accordance with all applicable laws, be and is hereby generally and unconditionally approved;

   • (c) the approval in paragraph (b) above shall be in addition to any other authorisations given to the Directors and shall authorise the Directors during the Relevant Period to allot, issue and deal with additional Shares and to make or grant offers, agreements and options, including warrants to subscribe for Shares, which might require the exercise of such powers after the end of the Relevant Period;

   • (d) the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise), issued or dealt with by the Directors pursuant to the approval in paragraph (b) above, otherwise than pursuant to:

(aa) a Rights Issue (as defined below);

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• (bb) the exercise of rights of subscription or conversion under terms of any warrants issued by the Company or any securities which are convertible into Shares;

• (cc) the exercise of any option under the share option scheme or similar arrangement for the time being adopted for the grant or issue to officers and/or employees of the Company and/or any of its subsidiaries of Shares or rights to acquire Shares; or

• (dd) any scrip dividend or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on the Shares in accordance with the bye-laws of the Company in force from time to time,

  • (i) shall not exceed 20% of the aggregate nominal amount of share capital of the Company in issue at the date of the passing of this resolution; and

  • (ii) if the Directors are so authorised by a separate ordinary resolution of the shareholders of the Company, the nominal amount of share capital of the Company repurchased by the Company subsequent to the passing of this resolution up to a maximum equivalent to 10% of the aggregate nominal amount of the share capital of the Company in issue at the date of the passing of this resolution and the said approval shall be limited accordingly; and

• (e) for the purpose of this resolution:

“Relevant Period” means the period from the passing of this resolution until whichever is the earliest of:

• (i) the conclusion of the next annual general meeting of the Company;

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by Bermuda law or the Company’s bye-laws to be held; and

• (iii) the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting; and

“Rights Issue” means the allotment, issue or grant of Shares pursuant to an offer of Shares open for a period fixed by the Directors to holders of Shares or any class thereof on the register of members on a fixed record date in proportion to their then holdings of such Shares or class thereof (subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of, any recognised regulatory body or stock exchange in any territory outside Hong Kong).”

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1. “ THAT conditional upon the passing of the resolutions numbered 2 and 3 above, the general mandate granted to the Directors to exercise the powers of the Company to allot, issue and deal with additional shares in the capital of the Company (the “Shares”) and to make or grant offers, agreements and options, including warrants to subscribe for Shares, pursuant to the resolution numbered 3 above be and is hereby extended by the addition to the aggregate nominal amount of the share capital of the Company which may be allotted, issued or dealt with by the Directors pursuant to such general mandate an amount equal to the aggregate nominal amount of the share capital of the Company repurchased by the Company under the authority granted pursuant to the resolution numbered 2 above, provided that such amount shall not exceed 10% of the aggregate nominal amount of the share capital of the Company in issue at the date of the passing of this resolution.”

By Order of the Board Wang On Group Limited Chan Chun Hong, Thomas Director

Hong Kong, 13 April 2005

Head office and principal place of business:

5th Floor Wai Yuen Tong Medicine Building 9 Wang Kwong Road Kowloon Bay Kowloon Hong Kong

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. A form of proxy for use at the meeting is enclosed herewith. 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 of 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 circular, the Board comprises three executive Directors, namely Mr. Tang Ching Ho, Ms. Yau Yuk Yin and Mr. Chan Chun Hong, Thomas, and four independent non-executive Directors, namely Dr. Lee Peng Fei, Allen, Mr. Wong Chun, Justein, Dr. Siu Yim Kwan, Sidney and Mr. Siu Kam Chau.

* For identification purpose only

• “Please also refer to the published version of this announcement in The Standard”

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