Wang On Group Limited — AGM Information 2007

Jul 27, 2007

THE CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Wang On Group Limited, you should at once hand this circular with the accompanying form of proxy to the purchaser or transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser.

The Stock Exchange of Hong Kong Limited and Hong Kong Securities Clearing Company Limited take no responsibility for the contents of this circular, makes no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

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WANG ON GROUP LIMITED

(

)[*]

(Incorporated in Bermuda with limited liability)

(Stock Code: 1222)

PROPOSALS FOR GRANT OF THE NEW ISSUE MANDATE AND THE REPURCHASE MANDATE, RE-ELECTION OF DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting of Wang On Group Limited (the “Company”) to be held at Garden Rooms A & B, 2nd Floor, Hotel Nikko Hongkong, 72 Mody Road, Tsimshatsui, Kowloon, Hong Kong, on Thursday, 30 August 2007 at 11:30 a.m. is set out in Appendix III of this circular.

Whether or not you intend to attend the meeting, you are requested to complete the enclosed form of proxy in accordance with the instructions printed thereon and return it to the Company’s Hong Kong branch share registrar, Tengis Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong as soon as possible but in any event not later than 48 hours before the time appointed for the holding of the meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the meeting if you so wish.

* For identification only

30 July 2007

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Expected Timetable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Letter from the Board
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Grant of the New Issue Mandate and the Repurchase Mandate . . . . . . . . . . . . .	7
Re-election of Directors. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Closure of the Register of Members . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
Procedures by which a poll may be demanded. . . . . . . . . . . . . . . . . . . . . . . . . .	9
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
Appendix I – Explanatory Statement on the Repurchase Mandate . . . . . . .	11
Appendix II – Details of Retiring Directors Proposed for Re-election . . . . . .	14
Appendix III – Notice of AGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	16

−i −

DEFINITIONS

In this circular, the following expressions have the meanings respectively set opposite them unless the context otherwise requires:

“AGM”	the annual general meeting of the Company to be held at
	Garden Rooms A & B, 2nd Floor, Hotel Nikko
	Hongkong, 72 Mody Road, Tsimshatsui, Kowloon, Hong
	Kong, on Thursday, 30 August 2007 at 11:30 a.m.;
“associates”	has the meaning ascribed thereto under the Listing Rules;
“Board”	the board of Directors;
“Bye-laws”	the bye-laws of the Company;
“Code”	the Hong Kong Code on Takeovers and Mergers;
“Companies Act”	the Companies Act 1981 of Bermuda (as amended);
“Company”	Wang On Group Limited, a company incorporated in
	Bermuda with limited liability and the Shares of which
	are listed on the main board of the Stock Exchange;
“Convertible Notes”	the convertible redeemable notes, bearing 1% interest
	payable semi-annually to the holders thereof in an
	aggregate principal amount up to HK$51,600,000 due on
	the expiry of a period of three years from the date of issue
	of such notes, particulars of which are set out in the
	Company’s announcements dated 7 and 22 February 2005
	respectively;
“Director(s)”	director(s) of the Company;
“Group”	the Company and its subsidiaries;
“HK$”	Hong Kong dollars, being the lawful currency of Hong
	Kong;
“Hong Kong”	The Hong Kong Special Administration Region of the
	People’s Republic of China;
“Latest Practicable Date”	26 July 2007, being the latest practicable dated prior to
	the printing of this circular for the purpose of
	ascertaining certain information for inclusion in this
	circular;

−1 −

	DEFINITIONS
“Listing Rules”	the Rules Governing the Listing of Securities on the
	Stock Exchange;
“New Issue Mandate”	a general mandate proposed to be granted to the Directors
	at the AGM to allot, issue and deal with additional Shares
	up to a maximum of 20% of the aggregate nominal
	amount of the issued share capital of the Company as at
	the date of passing of the relevant resolution;
“Old Share(s)”	the ordinary share(s) of HK$0.10 each in the share capital
	of the Company;
“PRC”	the People’s Republic of China;
“Repurchase Mandate”	a general and unconditional mandate proposed to be
	granted to the Directors at the AGM to repurchase Shares
	on the Stock Exchange up to a maximum of 10% of the
	aggregate nominal amount of the issued share capital of
	the Company as at the date of passing of the relevant
	resolution;
“SFO”	the Securities and Futures Ordinance (Chapter 571 of the
	Laws of Hong Kong);
“Share(s)”	the ordinary share(s) of HK$0.005 each in the share
	capital of the Company after the Share Subdivision was
	effective on 17 May 2007;
“Share Option Scheme”	the share option scheme as adopted by the Company on 3
	May 2002;
“Share Options”	the options to subscribe for Shares granted under the
	Share Option Scheme;
“Share Subdivision”	subdivision of every issued or unissued Old Share into 20
	Shares which was approved by the Shareholders at the
	special general meeting held on 17 May 2007;
“Shareholder(s)”	holder(s) of the Share(s);
“Stock Exchange”	The Stock Exchange of Hong Kong Limited;

−2 −

DEFINITIONS

“Warrants” a total of 200,000,000 Shares to be issued by the Company entitling the holders thereof to subscribe for one Share at HK$0.45 per Share, subject to two potential downward reset adjustments and usual anti-dilution adjustments, at any time during the period commencing two months after the date of completion of the warrant agreement dated 15 May 2007 to 545 days after the date of the completion of the said warrant agreement, particulars of which are set out in the Company’s announcement dated 15 May 2007; and “%” per cent.

−3 −

EXPECTED TIMETABLE 2007 Last date of dealings in the Shares cum-entitlements to the final dividend . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Friday, 24 August First day of dealings in the Shares ex-entitlements to the final dividend . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Monday, 27 August Latest time for lodging transfers of the Shares to qualify for entitlements to the final dividend . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4:30 p.m. on Tuesday, 28 August Closure of register of members (both days inclusive) . . . . . . . . . . . . .Wednesday, 29 August to Thursday, 30 August Latest time for lodging forms of proxy for the AGM . . . . . . . . . . . . . . . . . . . .11:30 a.m. on Tuesday, 28 August Record date for determination of entitlements to the final dividend . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Thursday, 30 August Date and time of the AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .11:30 a.m. on Thursday, 30 August Register of members reopens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Friday, 31 August Despatch of dividend cheques . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Friday, 7 September

−4 −

RESPONSIBILITY STATEMENT

This circular includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Group. The Directors collectively and individually accept full responsibility for the accuracy of the information contained in this circular and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief, there are no other facts the omission of which would make any statement herein misleading.

−5 −

LETTER FROM THE BOARD

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WANG ON GROUP LIMITED

---

(Incorporated in Bermuda with limited liability)

(Stock Code: 1222)

Executive Directors: Registered Office: Mr. Tang Ching Ho (Chairman) Clarendon House Ms. Yau Yuk Yin (Deputy Chairman) 2 Church Street Mr. Chan Chun Hong, Thomas (Managing Director) Hamilton HM 11 Bermuda

Independent Non-executive Directors:

Dr. Lee Peng Fei, Allen, CBE, BS, FHKIE, JP Head Office and principal Mr. Wong Chun, Justein, MBE, JP place of business: Mr. Siu Yim Kwan, Sidney, S.B.St.J 5th Floor Mr. Siu Kam Chau Wai Yuen Tong Medicine Building 9 Wang Kwong Road Kowloon Bay Kowloon Hong Kong 30 July 2007

To the Shareholders and, for information only, holders of the Share Options, Convertible Notes and Warrants

Dear Sir or Madam,

PROPOSALS FOR GRANT OF THE NEW ISSUE MANDATE AND THE REPURCHASE MANDATE, RE-ELECTION OF DIRECTORS AND

NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with information and to seek your approval of the proposed (i) grant of the New Issue Mandate and the Repurchase Mandate; and (ii) re-election of Directors. Your approval will be sought at the AGM.

* For identification only

−6 −

LETTER FROM THE BOARD

GRANT OF THE NEW ISSUE MANDATE AND THE REPURCHASE MANDATE

At the Company’s last annual general meeting held on 17 August 2006, the Directors were granted a general mandate to allot, issue and deal with the Old Shares not exceeding 20% of the aggregate nominal amount of the issued share capital of the Company as at 17 August 2006 (equivalent to the aggregate nominal amount of HK$4,526,888.78 divided into 45,268,887 Old Shares with nominal amount of HK$0.1 each) and a general mandate to repurchase the Old Shares on the Stock Exchange up to a maximum of 10% of the aggregate nominal amount of the issued share capital of the Company as at 17 August 2006 (equivalent to the aggregate nominal amount of HK$2,263,444.39 divided into 22,634,443 Old Shares with nominal amount of HK$0.1 each).

On 22 March 2007, pursuant to the placing agreement and the top-up subscription agreement dated 13 March 2007, the Company completed the placing of 53,000,000 existing Old Shares and subscription of 53,000,000 new Old Shares. Also, on 28 March 2007, pursuant to the new placing agreement dated 13 March 2007, the Company completed the placing of 11,500,000 new Old Shares and whereby an aggregate of 64,500,000 new Old Shares in the Company have been allotted and issued pursuant to the utilization of the said new issue mandate granted on 17 August 2006. The referred new issue mandate granted on 17 August 2006 was therefore rendered almost fully utilized as a result thereof.

Also, the Board has repurchased on the Stock Exchange a total of 19,300,000 Old Shares pursuant to the utilization of said repurchase mandate granted on 17 August 2006. The referred repurchase mandate granted on 17 August 2006 was therefore rendered almost fully utilized as a result thereof.

At the extraordinary general meeting of the Company held on 18 April 2007, ordinary resolutions were passed by the independent Shareholders refreshing a general mandate to the Directors to allot, issue and deal with additional 59,213,296 Old Shares (equivalent to 1,184,265,928 Shares after the Share Subdivision was effective on 17 May 2007), representing 20% of the issued share capital of the Company as at 18 April 2007 and a general mandate to repurchase the Old Shares on the Stock Exchange up to 29,606,648 Old Shares (equivalent to 592,132,964 Shares after the Share Subdivision was effective on 17 May 2007), representing 10% of the issued share capital of the Company as at 18 April 2007. These mandates will expire at the conclusion of the AGM.

Further details of the placing of existing Old Shares and subscription of new Old Shares, the placing of new Old Shares, the refreshment of general mandate and repurchase mandate and Share Subdivision are set out in the Company’s press announcement dated 13 March 2007 and the circulars to Shareholders dated 30 March 2007 and 30 April 2007.

−7 −

LETTER FROM THE BOARD

To facilitate future allotment and issue of Shares by the Directors on behalf of the Company, the Directors will seek the approval of the Shareholders for the grant of:

• (a) the New Issue Mandate;

• (b) the Repurchase Mandate; and

• (c) if the Repurchase Mandate is granted, a general mandate to add the aggregate number of Shares repurchased by the Company under the Repurchase Mandate to the Share Issue Mandate, subject to a maximum of 10% of the issued share capital of the Company as at the date of passing of the relevant resolution.

The Directors have no immediate plans to allot and issue any new Shares and such Shares which may fall to be issued upon the exercise of the outstanding Share Options granted, the conversion rights attached to the Convertible Notes and the subscription rights attached to the Warrants.

An explanatory statement as required under the Listing Rules giving certain information regarding the Repurchase Mandate is set out in Appendix I to this circular.

RE-ELECTION OF DIRECTORS

The Board currently consists of seven Directors, namely Mr. Tang Ching Ho, Ms. Yau Yuk Yin, Mr. Chan Chun Hong, Thomas, Dr. Lee Peng Fei, Allen, Mr. Wong Chun, Justein, Mr. Siu Yim Kwan, Sidney and Mr. Siu Kam Chau.

Pursuant to Bye-law 87, Ms. Yau Yuk Yin, Dr. Lee Peng Fei, Allen and Mr. Siu Kam Chau shall retire as Directors by rotation at the AGM and, being eligible, offer themselves for re-election.

Biographical details of each of Ms. Yau, Dr. Lee and Mr. Siu required to be disclosed by the Listing Rules are set out in the Appendix II to this circular. If a valid notice from a Shareholder to propose a person to stand for election as a Director at the AGM is received in accordance with the Bye-laws after the printing of this circular, the Company will issue a supplementary circular to inform the Shareholders of the details of such additional candidate proposed.

CLOSURE OF THE REGISTER OF MEMBERS

The register of members of the Company will be closed from Wednesday, 29 August 2007 to Thursday, 30 August 2007 (both days inclusive) during which period no transfer of Shares will be registered. In order to qualify for the final dividend, all Shareholders are required to lodge their duly signed transfer documents accompanied by the relevant share certificates with the Company’s branch share registrar in Hong Kong, Tengis Limited of 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong for registration by no later than 4:30 p.m. on Tuesday, 28 August 2007.

−8 −

LETTER FROM THE BOARD

AGM

The notice convening the AGM, which contains, inter alia, ordinary resolutions in respect of the New Issue Mandate, the Repurchase Mandate and re-election of Directors is set out in Appendix III to this circular.

Proxy form for use at the AGM is enclosed with this circular. The proxy form can also be downloaded from the Company’s website at http://www.wangon.com. Shareholders are advised to read the notice and to complete and return the form of proxy for use at the AGM in accordance with the instructions printed thereon. Whether or not the Shareholders intend to attend the AGM, they are requested to complete the enclosed form of proxy in accordance with the instructions printed thereon and return it to the Company’s Hong Kong branch share registrar, Tengis Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong as soon as possible but in any event not later than 48 hours before the time appointed for the holding of the AGM or any adjournment thereof. Completion and return of the form of proxy will not preclude the Shareholders from attending and voting in person at the AGM if they so wish.

PROCEDURES BY WHICH A POLL MAY BE DEMANDED

Pursuant to Bye-law 66 (C), at any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands unless (before or after the declaration of the results of the show of hands or on the withdrawal of any other demand for a poll) a poll is demanded:

• (a) by the chairman of the meeting; or

• (b) by at least three Shareholders present in person or by proxy (or in the case of a Shareholder being a corporation, by its representative duly authorised under Section 78 of the Companies Act) for the time being entitled to vote at the meeting; or

• (c) by any Shareholder or Shareholders present in person or by proxy (or being a corporation, is present by a representative duly authorised under Section 78 of the Companies Act) or and representing not less than one-tenth of the total voting rights of all the Shareholders having the right to attend and vote at the meeting; or

• (d) by any Shareholder or Shareholders present in person or by proxy (or being a corporation, is present by a representative duly authorised under Section 78 of the Companies Act) having the right to attend and vote at the meeting on which there have been paid up sums in the aggregate equal to not less than one-tenth of the total sum paid up on all the Shares having that right.

−9 −

LETTER FROM THE BOARD

RECOMMENDATION

The Directors believe that the proposals for the New Issue Mandate, the Repurchase Mandate and re-election of Directors are all in the best interest of the Company and the Shareholders. Accordingly, the Directors recommend that all Shareholders should vote in favour of the relevant resolutions to be proposed at the AGM.

Yours faithfully, Tang Ching Ho Chairman

−10 −

APPENDIX I EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

This appendix serves as an explanatory statement as required by the Listing Rules to provide the requisite information to you for your consideration of the Repurchase Mandate.

1. SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company was HK$29,606,648.20 comprising 5,921,329,640 Shares. In addition, as at the Latest Practicable Date, the Share Options carrying the rights to subscribe up to an aggregate of 613,184,000 Shares, the Convertible Notes carrying the rights to convert up to an aggregate of 528,000,000 Shares and the Warrants carrying the rights to subscribe up to an aggregate 200,000,000 Shares, respectively had remained outstanding. If such outstanding Share Options, Convertible Notes and Warrants are exercised in full on or prior to the date of the passing of the resolution in respect of the Repurchase Mandate, a further 1,341,184,000 Shares will be in issue.

Subject to the passing of the relevant ordinary resolution as set out in the notice of the AGM and assuming that no further Shares are issued or purchased by the Company, the Directors will be authorised to purchase up to 592,132,964 Shares pursuant to the Repurchase Mandate. Assuming that all outstanding Share Options, conversion rights attached to the Convertible Notes and subscription rights attached to the Warrants are exercised in full on or before the date of the passing of the resolution in respect of the Repurchase Mandate and upon its completion and assuming no further Shares are issued or purchased by the Company, the total number of Shares in issue will be 7,262,513,640 and the Directors will be authorised to purchase up to 726,251,364 Shares.

2. REASONS FOR REPURCHASES

The Directors believe that it is in the best interests of the Company and the Shareholders to have a general authority from the Shareholders to enable the Directors to purchase Shares in the market. Such purchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net value of the Company and its assets or its earnings per Share or both and will only be made when the Directors believe that such purchases will benefit the Company and the Shareholders as a whole.

3. FUNDING OF REPURCHASES

The Company must fund the repurchase entirely from the Company’s available cash flow or working capital facilities legally available for such purpose in accordance with its memorandum of association and the Bye-laws and the laws of Bermuda.

There might be an adverse impact on the working capital or gearing position of the Company as compared with the positions disclosed in the Company’s annual report for the year ended 31 March 2007 in the event that the Repurchase Mandate was to be carried out in full at any time during the proposed repurchase period.

The Directors do not propose to exercise the Repurchase Mandate to such extent as could, in the circumstances, have a material adverse effect on the working capital or the gearing level of the Company which in the opinion of the Directors is from time to time appropriate for the Company.

−11 −

APPENDIX I EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

4. DIRECTORS, THEIR ASSOCIATES AND CONNECTED PERSONS

None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, any of their associates, have any present intention, in the event that the Repurchase Mandate is approved by the Shareholders at the AGM, to sell Shares to the Company under the Repurchase Mandate.

No connected person (as defined in the Listing Rules) has notified the Company that he has a present intention to sell any Shares to the Company, or that he has undertaken not to sell any Shares held by him to the Company, in the event that the Repurchase Mandate is granted by the Shareholders at the AGM.

The Company has in the previous six months immediately prior to the Latest Practicable Date purchased a total of 1,800,000 Old Shares on the Stock Exchange. Details of the repurchases are as follows:

	Number of
	Old Shares	Highest	Lowest
Date	purchased	price paid	price paid
		(HK$)	(HK$)
25 January 2007	600,000	2.42	2.41
6 February 2007	600,000	2.53	2.52
8 February 2007	600,000	2.51	2.50

5. DIRECTORS’ UNDERTAKING

The Directors have undertaken to the Stock Exchange that they will exercise the powers of the Company pursuant to the Repurchase Mandate in accordance with the Listing Rules, the memorandum of association of the Company and the Bye-laws and the applicable laws of Bermuda so far as the same may be applicable.

6. EFFECT OF THE CODE

If, on the exercise of the power to repurchase Shares pursuant to the Repurchase Mandate, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purpose of Rule 32 of the Code. As a result, a Shareholder or a group of Shareholders acting in concert (as defined in the Code), depending on the level of such increase, could obtain or consolidate control of the Company and may become obliged to make a mandatory offer in accordance with Rule 26 of the Code.

As at the Latest Practicable Date and to the best knowledge and belief of the Directors, Mr. Tang Ching Ho, the Chairman of the Company, and parties acting in concert with him were interested or deemed to be interested in approximately 16.11% of the existing issued share capital of the Company. In the event that the Directors should exercise the power to repurchase Shares under the Repurchase Mandate in full, the shareholding of Mr. Tang Ching Ho and parties acting in concert with him will be increased to approximately 17.91% of the issued share capital of the Company.

−12 −

APPENDIX I EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

The Directors are not aware of any consequence which may arise under the Code as a result of any purchases made under the Repurchase Mandate.

The Directors have no present intention to exercise the power to repurchase Shares to the extent that the aggregate amount of the share capital of the Company in public hands would be reduced to less than 25%.

7. SHARE PRICES

The highest and lowest prices at which the Shares have traded on the Stock Exchange in each of the last twelve months are as follows:

		Shares
	Highest		Lowest
	HK$		HK$
2006
July	0.126		0.111
August	0.134		0.120
September	0.122		0.114
October	0.125		0.115
November	0.125		0.112
December	0.130		0.119
2007
January	0.125		0.118
February	0.142		0.122
March	0.360		0.138
April	0.455		0.350
May	0.920		0.407
June	1.100		0.495
July (up to the Latest Practicable Date)	0.590		0.415

−13 −

APPENDIX II DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

The biographical details of Ms. Yau Yuk Yin, Dr. Lee Peng Fei, Allen and Mr. Siu Kam Chau, who are eligible for re-election at the AGM, are set out follows:

Ms. YAU Yuk Yin , aged 45, is a co-founder of the Group and the Deputy Chairman of the Company. She is responsible for the overall human resources and administration of the Group. She has over 10 years’ experience in human resources and administration management. Ms. Yau is the wife of Mr. Tang Ching Ho, the Chairman of the Company.

During the past three years, Ms. Yau did not hold any other directorship in listed public companies.

Pursuant to the service contract entered into between the Company and Ms. Yau, she is entitled to an annual remuneration of approximately HK$4,273,000. Such fee is determined with reference to her duties as the executive Director of the Company. The terms of Ms. Yau’s appointment is subject to the retirement by rotation and re-election at any subsequent annual general meeting of the Company in accordance with the Bye-laws.

Save as disclosed above, as at the Latest Practicable Date, Ms. Yau did not have any relationship with any other Directors, senior management, substantial or controlling Shareholders (as defined in the Listing Rules). Also, she does not hold any other positions with the Company or any member of the Group.

As at the Latest Practicable Date, Ms. Yau holds 954,304,060 Shares, representing 16.11% of the issued share capital of the Company, within the meaning of Part XV of the SFO which includes personal interest of 16,218,920 Shares, 16,218,960 Shares held by her spouse, Mr. Tang Ching Ho, 59,326,780 Shares held by a corporation wholly and beneficially owned by her spouse and 862,539,400 Shares held by the Tang’s Family Trust of which Ms. Yau is the beneficiary.

There is no information which is discloseable nor is/was Ms. Yau involved in any of the matters required to be disclosed pursuant to any of the requirements of the provisions under paragraphs 13.51(2)(h) to 13.51(2)(v) of the Listing Rules, and the Directors are not aware of any other matters regarding the re-election of Ms. Yau that needs to be bought to the attention of the Shareholders of the Company.

Dr. LEE Peng Fei, Allen , CBE, BS, FHKIE, JP, aged 67, joined the Group in November 1993 as an independent non-executive Director of the Company. Dr. Lee holds an honorary doctoral degree in engineering from The Hong Kong Polytechnic University and an honorary doctoral degree in laws from The Chinese University of Hong Kong. Dr. Lee is currently an independent non-executive director of AMS Public Transport Holdings Limited, Giordano International Limited, ITE (Holdings) Limited, Playmates Holdings Limited and VXL Capital Limited, all of which are Hong Kong listed companies. During the past three years, Dr. Lee was also a non-executive director of Vertex Group Limited and an independent non-executive director of Interchina Holdings Company Limited respectively, both are Hong Kong listed companies. Dr. Lee is a deputy of Hong Kong SAR, the 9th and 10th National People’s Congress, the PRC and has taken an active role in public service. Save as disclosed above, Dr. Lee did not hold any other directorship in listed public companies during the past three years.

−14 −

APPENDIX II DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

As at the Latest Practicable Date, Dr. Lee did not have any relationship with any other Directors, senior management, substantial or controlling Shareholders (as defined in the Listing Rules) nor have interests in the Shares within the meaning of Part XV of the SFO. Also, he does not hold any other positions with the Company or any member of the Group.

Pursuant to the service contract entered into between the Company and Dr. Lee on 1 February 1997, Dr. Lee’s appointment is subject to the provisions of the Bye-laws and will be subject to the retirement by rotation and re-election at any subsequent annual general meeting of the Company. Dr. Lee is entitled to a Director’s fee of HK$297,000 per annum. Such fee is determined with reference to his duties as an independent non-executive Director of the Company.

There is no information which is discloseable nor is/was Dr. Lee involved in any of the matters required to be disclosed pursuant to any of the requirements of the provisions under paragraphs 13.51(2)(h) to 13.51(2)(v) of the Listing Rules, and the Directors are not aware of any other matters regarding the re-election of Dr. Lee that needs to be bought to the attention of the Shareholders of the Company.

Mr. SIU Kam Chau , aged 42, joined the Group in September 2004 as an independent non-executive Director of the Company. He is a fellow of The Association of Chartered Certified Accountants and The Hong Kong Institute of Certified Public Accountants. He is also a Certified Public Accountant (Practising). He is also an executive director of Hong Kong Health Check and Laboratory Holdings Company Limited, a listed company in Hong Kong. Save as disclosed above, Mr. Siu did not hold any other directorship in listed public companies during the past three years.

As at the Latest Practicable Date, Mr. Siu did not have any relationship with any other Directors, senior management, substantial or controlling Shareholders (as defined in the Listing Rules) nor have interests in the Shares within the meaning of Part XV of the SFO. Also, he does not hold any other positions with the Company or any member of the Group.

Pursuant to the service contract entered into between the Company and Mr. Siu on 24 September 2004, the appointment of Mr. Siu is for a period of two years and is subject to retirement by rotation and re-election requirements at annual general meeting of the Company pursuant to the Bye-laws. Pursuant to the letter of appointment entered into between the Company and Mr. Siu, he will be only entitled to a Director’s fee in the amount of HK$10,000 per month. Such fee is determined with reference to his duties as an independent non-executive Director of the Company. He will also be entitled to a fee in the amount of HK$20,000 per annum determined with reference to his duties as a member of the Company’s audit committee.

There is no information which is discloseable nor is/was Mr. Siu involved in any of the matters required to be disclosed pursuant to any of the requirements of the provisions under paragraphs 13.51(2)(h) to 13.51(2)(v) of the Listing Rules, and the Directors are not aware of any other matters regarding the re-election of Mr. Siu that needs to be bought to the attention of the Shareholders of the Company.

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NOTICE OF AGM

APPENDIX III

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WANG ON GROUP LIMITED

*

(Incorporated in Bermuda with limited liability)

(Stock Code: 1222)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Annual General Meeting of Wang On Group Limited (the “Company”) will be held at Garden Rooms A & B, 2nd Floor, Hotel Nikko Hongkong, 72 Mody Road, Tsimshatsui, Kowloon, Hong Kong on Thursday, 30 August 2007 at 11:30 a.m. for the following purposes:

1. To receive and consider the Audited Consolidated Financial Statements and the Reports of the Directors and Auditors for the year ended 31 March 2007.

2. To consider, approve and declare a final dividend of HK0.33 cents per share for the financial year ended 31 March 2007.

3. To re-elect the retiring directors and to authorise the board of directors (the “Board” or “Directors”) to fix the remuneration of the Directors.

4. To re-appoint Ernst & Young as auditors of the Company and to authorise the Board to fix their remuneration.

ORDINARY RESOLUTIONS

1. As special business, to consider and, if thought fit, pass with or without amendments the following resolution as ordinary resolution of the Company:

   • (A) “ THAT :

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

     • (b) the aggregate nominal amount of the Shares which may be repurchased or agreed to be repurchased by the Company pursuant to the approval in paragraph (a) 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

2. For identification only

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NOTICE OF AGM

APPENDIX III

• (c) 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; or

• (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.”

(B) “ THAT :

• (a) subject to paragraph (c) below, the exercise by Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with additional Shares, and to make or grant offers, agreements and options which would or might require the exercise of such powers, subject to and in accordance with all applicable laws, rules and regulations, be and is hereby generally and unconditionally approved;

• (b) the approval in paragraph (a) above shall be in addition to any other authorisations given to the Directors and shall authorise the Directors during the Relevant Period to make or grant offers, agreements and options which might require the exercise of such powers after the end of the Relevant Period;

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

• (i) a Rights Issue (as hereinafter defined);

• (ii) 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;

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NOTICE OF AGM

APPENDIX III

• (iii) 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; and

• (iv) 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,

shall not exceed the aggregate of (aa) 20% of the aggregate nominal amount of share capital of the Company in issue at the date of the passing of this Resolution; and (bb) (if the Directors are so authorized by a separate ordinary resolution of the shareholder of the Company) the aggregate nominal amount of any share capital of the Company repurchased by the Company subsequent to the passing of this Resolution (up to a maximum amount 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), 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; or

• (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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NOTICE OF AGM

• (C) “ THAT conditional upon the resolutions set out in the preceding paragraphs (A) and (B), the general mandate granted to the Directors to exercise the powers of the Company to allot, issue and otherwise deal with additional Shares of the Company pursuant to the resolution set out in the preceding paragraph (B) be and is hereby extended by the addition to the aggregate nominal amount of the share capital of the Company which may be allotted by the Directors pursuant to such general mandate an amount representing the aggregate nominal amount of the share capital of the Company repurchased or agreed to be repurchased by the Company under the authority granted pursuant to the resolution set out in the preceding paragraph (A).”

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

Hong Kong, 30 July 2007

Notes:

• (1) A member entitled to attend and vote at the annual general meeting convened by the above notice 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) To be valid, a form of proxy, together with any power of attorney or other authority, if any, under which it is signed, or a notarially certified copy of such power or authority, must be deposited at the Company’s Hong Kong branch share registrar, Tengis Limited, 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong, as soon as possible and in any event not less than 48 hours before the time for holding of the annual general meeting or any adjournment thereof.

• (3) Completion and delivery of the form of proxy will not preclude members from attending and voting at the annual general meeting or any adjournment thereof if they so wish.

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