Wang On Group Limited — AGM Information 2010

Feb 3, 2010

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, make 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 notice.

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 the special general meeting of Wang On Group Limited (宏安集團有限公司)[*] (the “ Company ”) will be held at 11/F., Two Exchange Square, Central, Hong Kong on Tuesday, 23 February 2010, at 9:30 a.m. for the purpose of considering and, if thought fit, passing the following resolutions, with or without amendments, as ordinary resolutions of the Company:

ORDINARY RESOLUTIONS

1. “ THAT , conditional upon (i) the Listing Committee of The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) granting the listing of, and permission to deal in, the Consolidated Shares (as defined below);

   • (a) with effect from 5:00 p.m. on the day of passing of this resolution by the shareholders of the Company, every five (5) existing shares of HK$0.01 each in the issued and unissued share capital of the Company be consolidated into one (1) share of HK$0.05 (the “ Consolidated Share ”) in the issued and unissued share capital of the Company (the “ Share Consolidation ”);

   • (b) all of the Consolidated Shares resulting from the Share Consolidation shall rank pari passu in all respects with each other and have the rights and privileges and be subject to the restrictions contained in the bye-laws of the Company;

   • (c) all fractional Consolidated Shares shall be disregarded and not be issued to the shareholders of the Company and any fractional entitlements to the issued Consolidated Shares will be aggregated and, if possible, sold and the net proceeds shall be retained for the benefit of the Company by an agent appointed by the Company’s board of directors for that purpose; and

   • (d) any one director of the Company (the “ Directors ”) be and is authorised to approve, sign and execute such documents and take any and all steps, and to do and/or procure to be done any and all acts and things which in his/her opinion may be necessary, desirable or expedient to implement and carry into effect this resolution.”

• For identification purpose only

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2. “ THAT

• (a) subject to and conditional upon the passing of the resolutions numbered 1, 3 and 4 and conditional upon fulfillment of the conditions of the Underwriting Agreement (as defined below), the Rights Issue (as defined below) and the transactions contemplated thereunder be and are hereby approved;

  • For the purpose of this resolution, “ Rights Issue ” means the proposed issue by way of Rights Issue of not less than 1,631,233,962 Rights Shares and not more than 1,660,480,104 Rights Shares (the “ Rights Shares ”) at a subscription price of HK$0.185 per Consolidated Share to the qualifying shareholders (the “ Qualifying Shareholders ”) of the Company whose names appear on the date by reference to which entitlement under the Rights Issue will be determined (other than those shareholders (the “ Excluded Shareholders ”) with addresses on the register of members of the Company are outside Hong Kong whom the Directors, after making enquiries, consider their exclusion from the Rights Issue to be necessary or expedient on account either of the legal restrictions under the laws of the relevant place or the requirements of the relevant regulatory body or stock exchange in that place) on the basis of three (3) Rights Shares for every one (1) Consolidated Share then held and otherwise pursuant to and subject to the fulfillment of the conditions set out in the underwriting agreement (the “ Underwriting Agreement ” including all supplemental agreements relating thereto) (a copy of which has been produced to this Meeting marked “A” and initialled by the chairman of this Meeting for the purpose of identification) dated 12 January 2010 (as supplemented by an Amendment Agreement dated 14 January 2010) and made between the Company, and Kingston Securities Limited as underwriter (the “ Underwriter ”);

• (b) any Director be and is hereby authorised to allot and issue the Rights Shares pursuant to and in connection with the Rights Issue notwithstanding that (a) the Rights Shares the same may be offered, allotted or issued otherwise than pro rata to the Qualifying Shareholders and, in particular, the Directors be and are hereby authorised to make such exclusions or other arrangements in relation to fractional entitlements and/or Excluded Shareholders as they deem necessary, desirable or expedient having regard to any restrictions or obligations under the bye-laws of the Company (the “ Bye-laws ”) or the laws of, or the rules and regulations of any recognised regulatory body or any stock exchange in, any territory outside Hong Kong; and (b) Rights Shares which would otherwise have been made available for application by the Qualifying Shareholders or the Excluded Shareholders (as the case may be) will be made available for subscription under forms of application for excess Rights Shares;

• (c) the entering into the Underwriting Agreement by the Company be and is hereby approved, confirmed and ratified and the performance of the transactions contemplated thereunder by the Company (including but not limited to the arrangements for taking up of the underwritten Rights Shares, if any, by the Underwriter) be and are hereby approved; and

• (d) any Director be and is hereby authorised to sign and execute such documents and do all such acts and things incidental to the Rights Issue or as he/she considers necessary, desirable or expedient in connection with the implementation of or giving effect to the Rights Issue, the Underwriting Agreement and the transactions contemplated thereunder.”

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1. “ THAT

   • (a) subject to and conditional upon the passing of the resolutions numbered 1, 2 and 4 and conditional upon the Listing Committee of the Stock Exchange granting the listing of, and permission to deal in the Bonus Shares (as defined below), the issue (the “ Bonus Issue ”) of new Consolidated Shares (the “ Bonus Shares ”), credited as fully paid, to the first registered holders of the Consolidated Shares on the basis of two (2) Bonus Shares for every three (3) Rights Shares taken up under the Rights Issue be and is hereby approved;

   • (b) any Director be and is hereby authorised to allot and issue the Bonus Shares pursuant to or in connection with the Bonus Issue notwithstanding that the same may be offered, allotted or issued otherwise than pro rata to the existing shareholders of the Company and, in particular, the Directors be and are hereby authorised to make such exclusion or other arrangements in relation to fractional entitlements or Excluded Shareholders as they deem necessary, desirable or expedient having regard to any restrictions or obligations under the Bye-laws or the laws of, or the rules and regulations of any recognised regulatory body or any stock exchange in, any territory outside Hong Kong; and

   • (c) any Director be and is hereby authorised to sign and execute such documents and do all such acts and things incidental to the Bonus Issue (including the appropriation of such sum from the share premium account of the Company in paying up in full the Bonus Shares) or as he/she considers necessary, desirable or expedient in connection with the implementation of or giving effect to the Bonus Issue and the transactions contemplated thereunder.”

2. “ THAT subject to the Executive (as defined in the circular of the Company dated 4 February 2010 (the “ Circular ”)) granting to Mr. Tang and parties acting in concert with him, the Whitewash Waiver (as defined in the Circular) and the satisfaction of any condition attached to the Whitewash Waiver imposed by the Executive, the waiver pursuant to Note 1 on dispensations from Rule 26 of the Hong Kong Code on Takeovers and Mergers (the “ Takeovers Code ”) waiving any obligation on the part of Mr. Tang and parties acting in concert with them to make a mandatory general offer to the shareholders of the Company to acquire shares in the Company other than those already owned or agreed to be acquired by Mr. Tang and parties acting in concert with him which would otherwise arise under Rule 26.1 of the Takeovers Code as a result of any issue and allotment pursuant to application(s) made by Mr. Tang, his associates and parties acting in concert with them under the Rights Issue and the Bonus Issue, the terms of which is set out in the Circular, a copy of which has been produced to the Meeting marked “B” and initialled by the chairman of the Meeting for the purpose of identification be and is hereby approved.”

By Order of the Board WANG ON GROUP LIMITED (宏安集團有限公司)[*] Mak Yuen Ming, Anita Company Secretary

Hong Kong, 4 February 2010

• For identification purpose only

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Registered office: Head office and principal Clarendon House place of business: 2 Church Street 5/F., Wai Yuen Tong Medicine Building Hamilton HM 11 9 Wang Kwong Road Bermuda Kowloon Bay Kowloon Hong Kong

Notes:

• (1) A member entitled to attend and vote at the special general meeting convened by the above notice is entitled to appoint one or, if he is holder of more than one share, more than one proxy to attend and to vote in his stead. A proxy need not be a member of the Company.

• (2) In order 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 certified copy of such power or authority, must be deposited at the Company’s branch share registrar and transfer office in Hong Kong, Tricor Tengis Limited, 26/F., Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong, as soon as practicable but in any event not later than 48 hours before the time for holding of the special general meeting or any adjournment thereof (as the case may be).

• (3) Completion and delivery of the form of proxy will not preclude members from attending and voting at the special general meeting or any adjournment thereof (as the case may be) should they so wish and in such event, the form of proxy will be deemed to be revoked.

• (4) Where there are joint holders of any shares, any one of such holders may vote at the special general meeting either personally or by proxy in respect of such shares as if he/she was solely entitled thereto provided that if more than one of such joint holders be present at the special general meeting whether personally or by proxy, the person whose name stands first on the register of members of the Company in respect of such shares shall be accepted to the exclusion of the votes of the other joint holders.

• (5) All resolutions proposed at the special general meeting will be voted by way of a poll by the shareholders or independent shareholders of the Company.

As at the date of this notice, 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, Mr. Siu Yim Kwan, Sidney and Mr. Siu Kam Chau.

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