Wang On Group Limited - AGM Information 2012

THIS 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 securities in Wang On Group Limited (宏安集團有限公司)[*] , you should at once hand this circular and the accompanying form of proxy to the purchaser or the transferee or to the bank, licensed securities dealer or other agent through whom the sale or the transfer was effected for onward transmission to the purchaser or the transferee.

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

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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)

GRANT OF NEW ISSUE MANDATE AND NEW REPURCHASE MANDATE,

PROPOSED ADOPTION OF NEW SHARE OPTION SCHEME, RE-ELECTION OF THE RETIRING DIRECTORS, PROPOSED AMENDMENTS TO THE BYE-LAWS AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the AGM of the Company to be held at Garden Rooms A & B, 2/F., Hotel Nikko Hongkong, 72 Mody Road, Tsimshatsui, Kowloon, Hong Kong on Tuesday, 21 August 2012 at 12:00 noon is set out on pages AGM-1 to AGM-10 of this circular.

Whether or not you intend to attend and vote in person at the AGM, you are requested to complete the enclosed form of proxy in accordance with the instructions printed thereon and return it to the Company’s branch share registrar and transfer office in Hong Kong, Tricor Tengis Limited at 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 appointed for holding the AGM or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM or any adjournment thereof (as the case may be) should you so wish and in such event, the instrument appointing a proxy shall be deemed to be revoked.

For identification purpose only

17 July 2012

CONTENTS

Page

Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Grant of the New Issue Mandate and the New Repurchase Mandate . . . . . . . . . . . . . . . . .	6
Proposed adoption of the New Share Option Scheme . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Re-election of the retiring Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
Proposed amendments to the Bye-laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
Responsibility statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11
The AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12
Appendix I — Explanatory statement on the New Repurchase Mandate . . . . . . . . .	I-1
Appendix II — Summary of rules of the New Share Option Scheme . . . . . . . . . . . . . .	II-1
Appendix III — Details of the retiring Directors proposed for re-election . . . . . . . . .	III-1
Notice of the AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	AGM-1

– i –

DEFINITIONS

In this circular, unless the context otherwise specifies, the following expressions have the following meanings:

‘‘Adoption Date’’
the date on which the New Share Option Scheme is adopted by an ordinary resolution to be passed by the Shareholders at the AGM
‘‘AGM’’
the annual general meeting of the Company to be convened and held at Garden Rooms A & B, 2/F., Hotel Nikko Hongkong, 72 Mody Road, Tsimshatsui, Kowloon, Hong Kong on Tuesday, 21 August 2012 at 12:00 noon or any adjournment thereof (as the case may be) to consider and, if thought fit, approve, inter alia, (i) the grant of the New Issue Mandate and the New Repurchase Mandate; (ii) the proposed adoption of the New Share Option Scheme; (iii) the re-election of the retiring Directors; and (iv) the proposed amendments to the Bye-laws
‘‘Amendment Act’’
the Companies Amendment (No. 2) Act 2011 of Bermuda
‘‘associate(s)’’
has the meaning ascribed thereto under the Listing Rules
‘‘Board’’ the board of the Directors
‘‘business day’’
a day upon which the Stock Exchange is open for securities trading
‘‘Bye-law(s)’’ the bye-laws of the Company
‘‘Companies Act’’
the Companies Act 1981 of Bermuda (as amended)
‘‘Company’’
Wang On Group Limited (宏安集團有限公司)[*] , an exempted company incorporated in Bermuda with limited liability, whose Shares are listed and traded on the main board of the Stock Exchange
‘‘connected person(s)’’ has the meaning ascribed thereto under the Listing Rules
‘‘controlling shareholder(s)’’ has the meaning ascribed thereto under the Listing Rules
‘‘Director(s)’’ the director(s) of the Company
For identification purpose only

– 1 –

DEFINITIONS

‘‘Eligible Person(s)’’

means:

(i) (a) any director or proposed director (whether executive or non-executive, including any independent non-executive director), employee or proposed employee (whether full-time or parttime) of, or
(b) any individual for the time being seconded to work for,

any member of the Group or any Substantial Shareholder or any company controlled by a Substantial Shareholder (a ‘‘Category A Eligible Person’’); or

(ii) any holder of any securities issued by any member of the Group (a ‘‘Category B Eligible Person’’); or
(iii) any person or entity that provides research, development or other technological support or any advisory, consultancy, professional or other services to any member of the Group (a ‘‘Category C Eligible Person’’);
and, for the purposes of the New Share Option Scheme, shall include any company controlled by one or more persons belonging to any of the above classes of participants
‘‘Existing Share Option Scheme’’
‘‘Group’’
‘‘Hong Kong’’
‘‘Latest Practicable Date’’
‘‘Listing Rules’’
‘‘Model Code’’

the existing share option scheme adopted by the Company pursuant to a resolution passed by the Shareholders at the special general meeting held on 3 May 2002

the Company and its subsidiaries
the Hong Kong Special Administrative Region of the PRC
12 July 2012, being the latest practicable date prior to the printing of this circular for ascertaining certain information for inclusion in this circular
the Rules Governing the Listing of Securities on the Stock Exchange

the Model Code for Securities Transactions by Directors of Listed Issuers as set out in Appendix 10 to the Listing Rules

– 2 –

DEFINITIONS

‘‘New Issue Mandate’’
‘‘New Repurchase Mandate’’
‘‘New Share Option Scheme’’
‘‘PRC’’
‘‘Scheme Period’’
‘‘SFO’’
‘‘Share(s)’’
‘‘Shareholder(s)’’
‘‘Share Option(s)’’
‘‘Stock Exchange’’
a general and unconditional mandate proposed to be granted to the Directors at the AGM to allot, issue and deal with additional Shares and other securities up to a maximum of 20% of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing of the relevant resolution granting such mandate (such mandate to be extended and added by the number of Shares, if any, repurchased by the Company since the grant of such mandate)
a general and unconditional mandate proposed to be granted to the Directors at the AGM to exercise the powers of the Company to repurchase Shares during the prescribed period on the Stock Exchange up to a maximum of 10% of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing of the relevant resolution granting such mandate
the new share option scheme to be adopted by an ordinary resolution to be passed by the Shareholders at the AGM
the People’s Republic of China, which for the purpose of this circular shall exclude Hong Kong, the Macau Special Administrative Region of the People’s Republic of China and Taiwan
the period commencing on the Adoption Date and expiring at the close of business on the day immediately preceding the tenth anniversary thereof
the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)
the ordinary share(s) of HK$0.01 each in the share capital of the Company
the holder(s) of the Shares
share option(s) granted or to be granted to the entitled persons or the Eligible Person(s) to subscribe for Share(s) under the Existing Share Option Scheme, the New Share Option Scheme and any other share option scheme(s) of the Company

The Stock Exchange of Hong Kong Limited

– 3 –

DEFINITIONS

‘‘subsidiary(ies)’’

a subsidiary(ies) for the time being of the Company within the meaning of the Companies Ordinance, Chapter 32 of the laws of Hong Kong, whether incorporated in Hong Kong or elsewhere

‘‘Substantial Shareholder(s)’’ has the meaning ascribed thereto under the Listing Rules
‘‘Takeovers Code’’

the Hong Kong Code on Takeovers and Mergers

‘‘HK$’’ Hong Kong dollars, the lawful currency of Hong Kong

‘‘%’’ per cent.

– 4 –

LETTER FROM THE BOARD

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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)

Executive Directors: Mr. Tang Ching Ho, JP (Chairman) Ms. Yau Yuk Yin (Deputy Chairman) Mr. Chan Chun Hong, Thomas (Managing Director)

Registered office: Clarendon House 2 Church Street Hamilton HM 11 Bermuda

Independent non-executive Directors: Head office and principal Dr. Lee Peng Fei, Allen, CBE, BS, FHKIE, JP place of business: Mr. Wong Chun, Justein, BBS, MBE, JP 5/F., Wai Yuen Tong Medicine Building Mr. Siu Yim Kwan, Sidney, S.B.St.J. 9 Wang Kwong Road Mr. Siu Kam Chau Kowloon Bay Kowloon Hong Kong

17 July 2012

To the Shareholders and, for information purpose only, the holders of the Share Options

Dear Sir or Madam,

GRANT OF NEW ISSUE MANDATE AND NEW REPURCHASE MANDATE,

PROPOSED ADOPTION OF NEW SHARE OPTION SCHEME, RE-ELECTION OF THE RETIRING DIRECTORS, PROPOSED AMENDMENTS TO THE BYE-LAWS AND

NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with information and to seek your approval, inter alia, on (i) the grant of the New Issue Mandate and the New Repurchase Mandate; (ii) the proposed adoption of the New Share Option Scheme; (iii) the re-election of the retiring

For identification purpose only

– 5 –

LETTER FROM THE BOARD

Directors; and (iv) the proposed amendments to the Bye-laws. A notice of the AGM containing the resolutions to be proposed at the AGM is set out on pages AGM-1 to AGM-10 of this circular.

GRANT OF THE NEW ISSUE MANDATE AND THE NEW REPURCHASE MANDATE

At the Company’s last annual general meeting held on 9 August 2011, the Directors were granted a general mandate to allot, issue and deal with Shares with an aggregate value of not exceeding 20% of the aggregate nominal amount of the issued share capital of the Company as at 9 August 2011 (equivalent to the then aggregate nominal amount of HK$13,049,870.04 divided into 1,304,987,004 Shares with a nominal value of HK$0.01 each) (the ‘‘2011 General Mandate’’) and a general mandate to repurchase Shares up to a maximum 10% of the aggregate nominal amount of the issued share capital of the Company as at 9 August 2011 (equivalent to the then aggregate nominal amount of HK$6,524,935.02 divided into 652,493,502 Shares with a nominal value of HK$0.01 each) (the ‘‘2011 Repurchase Mandate’’).

As at the Latest Practicable Date, the 2011 General Mandate and the 2011 Repurchase Mandate had not been utilised and/or refreshed and will expire at the conclusion of the AGM.

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 New Repurchase Mandate; and
(c) if the New Issue Mandate is granted, a general mandate to add the aggregate number of Shares repurchased by the Company under the New Repurchase Mandate to the New 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.

As at the Latest Practicable Date, the total number of Shares in issue was 6,524,935,021 Shares. Upon the passing of the relevant resolutions at the AGM and assuming no further Shares are issued and/or repurchased by the Company between the Latest Practicable Date and the date of the AGM, the Company would be allowed (i) pursuant to the New Issue Mandate to allot, issue and deal with 1,304,987,004 Shares, representing 20% of the issued share capital of the Company as at the date of the passing of the relevant resolution; and (ii) pursuant to the New Repurchase Mandate to repurchase 652,493,502 Shares, representing 10% of the issued share capital of the Company as at the date of the passing of the relevant resolution. The Directors have no immediate plans to allot and issue any Shares under the New Issue Mandate.

An explanatory statement giving certain information in respect of the New Repurchase Mandate required under the Listing Rules to be included in this circular is set out in Appendix I to this circular.

– 6 –

LETTER FROM THE BOARD

PROPOSED ADOPTION OF THE NEW SHARE OPTION SCHEME

The Existing Share Option Scheme

As the Existing Share Option Scheme expired on 2 May 2012, the Board considers that it is in the interest of the Company to adopt the New Share Option Scheme so as to continue to provide incentives or rewards to the Eligible Persons thereunder for their contributions to the success of the Group. Apart from the Existing Share Option Scheme, the Company had no other subsisting share option scheme as at the Latest Practicable Date.

As at the Latest Practicable Date, the Company had 32,944,150 outstanding Share Options granted under the Existing Share Option Scheme, which shall continue to be valid and exercisable during the prescribed exercisable period in accordance with the Existing Share Option Scheme.

Adoption of the New Share Option Scheme

The Board proposes the adoption of the New Share Option Scheme, which will be valid for 10 years from the Adoption Date.

The purpose of the New Share Option Scheme is to replace the Existing Share Option Scheme and to enable the Company to grant Share Options to the selected Eligible Persons as incentives or rewards for their contribution or potential contribution to the development and the growth of the Group.

The Board considers that the New Share Option Scheme will motivate more persons to make contribution to the Group, facilitate the retention and the recruitment of high-calibre staff of the Group and that it is the interests of the Group as a whole for a broad category of Eligible Persons to be given incentives to participate in the growth of, and make contribution to, the Group in the form of Share Options to subscribe for Shares. Furthermore, the Board considers that the Eligible Persons will share common interests and objectives with the Group upon their exercise of the Share Options, which is beneficial to the long-term development of the Group. In addition, the adoption of the New Share Option Scheme is in line with modern commercial practice that full-time or part-time employees, directors, management, advisers, consultants and shareholders of the Group and its affiliates be given incentives to work towards enhancing the value and attaining the long-term objectives of the Company and for the benefit of the Group as a whole. As such, the Directors consider that the adoption of the New Share Option Scheme is in the interest of the Company and the Shareholders as a whole. The provisions of the New Share Option Scheme will comply with the requirements of Chapter 17 of the Listing Rules.

The rules of the New Share Option Scheme provide that the Board may specify the Eligible Persons to whom Share Options shall be granted, the number of Shares subject to each Share Option and the date on which the Share Options shall be granted. The basis for determining the subscription price is also specified precisely in the rules of the New Share Option Scheme. There is no performance target specified in the New Share Option Scheme.

– 7 –

LETTER FROM THE BOARD

The Directors consider that the aforesaid criteria and rules will serve to preserve the value of the Company and encourage Eligible Persons to acquire proprietary interests in the Company. The Company does not at present intend to appoint a trustee to the New Share Option Scheme.

As at the Latest Practicable Date, there were 6,524,935,021 Shares in issue. Assuming that no further Share will be allotted, issued or repurchased prior to the AGM, the total number of Shares that may fall to be allotted and issued under the New Share Option Scheme after the resolution regarding the proposed adoption of the New Share Option Scheme is passed at the AGM would be 652,493,502 Shares, representing approximately 10% of the total number of Shares in issue.

The Directors consider that it is not appropriate to state the value of the Share Options which may be granted under the New Share Option Scheme as if they had been granted as at the Latest Practicable Date. The Directors believe that any statement regarding the value of the Share Options as at the Latest Practicable Date will not be meaningful to the Shareholders, since the Share Options to be granted shall not be assignable, and no holder of the Share Options shall in any way sell, transfer, charge, mortgage or create any interest (legal or beneficial) in favour of any third party over or in relation to any Share Option.

In addition, any such valuation would have to be made on the basis of certain option pricing model or other methodology, which depends on various assumptions, including the subscription price, the exercise period, lock-up period (if any), interest rate, expected volatility and other variables. As no Share Options had been granted as at the Latest Practicable Date under the New Share Option Scheme, certain variables are not available for calculating the value of the Share Options thereunder, the Directors believe that any calculation of the value of the Share Options under the New Share Option Scheme as at the Latest Practicable Date based on a great number of speculative assumptions would not be meaningful and may be misleading to the Shareholders and the investors of the Company.

None of the Directors is a trustee of the New Share Option Scheme nor has a direct or indirect interest in the trustees of the New Share Option Scheme (if any).

Conditions precedent of the New Share Option Scheme

The adoption of the New Share Option Scheme is conditional upon:

(i) the passing of ordinary resolution(s) by the Shareholders at the AGM to (1) approve and adopt the New Share Option Scheme; (2) authorise the Board to grant Share Options under the New Share Option Scheme; and (3) authorise the Board to allot and issue Shares pursuant to the exercise of any Share Options to be granted pursuant to the New Share Option Scheme; and
(ii) the Listing Committee of the Stock Exchange granting the approval for the listing of, and permission to deal in, any Share on the Stock Exchange which may fall to be allotted and issued by the Company pursuant to the exercise of the Share Options in accordance with the terms and conditions of the New Share Option Scheme.

– 8 –

LETTER FROM THE BOARD

Subject to the obtaining of the Shareholders’ approval with respect to the adoption of the New Share Option Scheme at the AGM, the total number of Shares which may be issued upon the exercise of all Share Options to be granted under the New Share Option Scheme and any other share option schemes of the Company must not in aggregate exceed 10% of the total issued share capital of the Company as at the date on which the New Share Option Scheme is adopted unless the Company obtains a fresh approval from Shareholders to renew the 10% limit on the basis that the maximum number of Shares in respect of which Share Options may be granted under the New Share Option Scheme together with any Share Options outstanding and yet to be exercised under the New Share Option Scheme and any other share option schemes shall not exceed 30% of the issued share capital of the Company from time to time.

A summary of the principal rules of the New Share Option Scheme is set out in Appendix II to this circular. A copy of the New Share Option Scheme is available for inspection at the Company’s principal place of business in Hong Kong at 5/F., Wai Yuen Tong Medicine Building, 9 Wang Kwong Road, Kowloon Bay, Kowloon, Hong Kong during normal business hours from the date hereof up to the date of AGM.

Application will be made to the Listing Committee of the Stock Exchange for the approval of the listing of, and permission to deal in, the Shares which may fall to be issued pursuant to the exercise of the Share Options granted under the New Share Option Scheme.

As at the Latest Practicable Date, no Shareholder had a material interest in the adoption of the New Share Option Scheme. As such, no Shareholder is required to abstain from voting on the resolution in relation thereto at the AGM.

RE-ELECTION OF THE RETIRING DIRECTORS

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

Pursuant to Bye-law 87 of the Bye-laws, Ms. Yau Yuk Yin, Dr. Lee Peng Fei, Allen and Mr. Siu Yim Kwan, Sidney shall retire as Directors by rotation at the AGM and, being eligible, offer themselves for re-election. Each of Dr. Lee Peng Fei, Allen and Mr. Siu Yim Kwan, Sidney had served the Company as an independent non-executive Director for more than nine years, but the Company believes that each of them can independently express opinions on matters of the Company for the reason that each of Dr. Lee Peng Fei, Allen and Mr. Siu Yim Kwan, Sidney has been meeting the independence guidelines as set out in Rule 3.13 of the Listing Rules.

Biographical details of each of Ms. Yau, Dr. Lee and Mr. Siu required to be disclosed under the Listing Rules are set out in the Appendix III 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 Shareholders of the details of such additional candidate(s) proposed.

– 9 –

LETTER FROM THE BOARD

PROPOSED AMENDMENTS TO THE BYE-LAWS

The Stock Exchange has recently amended the Listing Rules relating to, inter alia, the Corporate Governance Code and Corporate Governance Report set out in Appendix 14 to the Listing Rules and the rules pertaining to corporate governance. In addition, the Amendment Act, which provides for significant amendments to the Companies Act, the principal statute governing the formation and operation of Bermuda companies, received assent on 18 December 2011 and became operative.

In order to bring the Bye-laws in line with the amended Listing Rules and the Companies Act, to reduce administrative burden and to incorporate certain housekeeping amendments, the Board has accordingly proposed to seek the approval of the Shareholders by way of a special resolution to be passed at the AGM on the proposed amendments to the Bye-laws. The major proposed amendments include the following:

to remove the 5% interest exemption for voting by a Director on a Board resolution in which he/she has an interest;
to require the holding of a physical board meeting in lieu of written resolutions to deal with any matter or business where a Director or Substantial Shareholder has a conflict of interest which the Board has determined to be material;
to allow the chairman of a general meeting, acting in good faith and in compliance with the Listing Rules, to allow resolutions to be voted on by the Shareholders on a show of hands;
to add that no person, other than a retiring Director, unless recommended by the Board for election, be eligible to be elected as a Director unless he is nominated by not less than 100 Shareholders or by Shareholder(s) individually or collectively holding not less than one-twentieth of the then total paid up capital of the Company as at the date of submitting the relevant nomination notice carrying the right of voting at general meetings of the Company, provided that the number of candidates nominated by the qualified Shareholder(s) for election as Director(s) shall be limited to two (2), subject to the maximum number of Directors;
to permit paperless share transfers for the Company;
to remove prohibitions on providing financial assistance; and
to amend the applicable solvency test, allowing the Company to declare dividends or distributions when recording a profit, notwithstanding that the Company may carry a negative retained earnings balance.

Details of the proposed amendments to the Bye-laws are set out in the notice of the AGM.

– 10 –

LETTER FROM THE BOARD

The amendments to the Bye-laws are subject to approval by special resolution(s) to be passed by the Shareholders at the AGM. As no Shareholder has a material interest in such amendments, no Shareholder is required to abstain from voting on the special resolution(s) to approve the amendments to the Bye-laws at the AGM.

Shareholders are advised that the Bye-laws are available only in English and the Chinese translation of the amendments to the Bye-laws provided in the notice of the AGM in Chinese is for reference only. In case of any inconsistency, the English version shall prevail.

RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Group. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief, the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

THE AGM

A notice of the AGM which is convened for the purpose of considering and, if thought fit, approving, among other things, (i) the grant of the New Issue Mandate and the New Repurchase Mandate; (ii) the proposed adoption of the New Share Option Scheme; (iii) the reelection of the retiring Directors; and (iv) the proposed amendments to the Bye-laws is set out on pages AGM-1 to AGM-10 of this circular.

Pursuant to Rules 13.39(4) and 13.39(5) of the Listing Rules and/or the Bye-laws, the voting on all proposed resolutions set out in the notice of the AGM will be taken by way of a poll and an announcement on the poll results will be published by the Company on the websites of the Stock Exchange and the Company after the AGM.

A form of proxy for use at the AGM is enclosed with this circular. Whether or not you intend to attend and vote in person at the AGM, you are requested to complete the enclosed form of proxy in accordance with the instructions printed thereon and return it to the Company’s branch share registrar and transfer office in Hong Kong, Tricor Tengis Limited at 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 appointed for the holding of the AGM or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude you from subsequently attending and voting in person at the AGM or any adjournment thereof (as the case may be) should you so wish and in such event, the instrument appointing a proxy shall be deemed to be revoked.

– 11 –

LETTER FROM THE BOARD

RECOMMENDATION

The Directors are of the opinion that (i) the grant of the New Issue Mandate and the New Repurchase Mandate; (ii) the proposed adoption of the New Share Option Scheme; (iii) the reelection of the retiring Directors; and (iv) the proposed amendments to the Bye-laws are in the interests of the Company and the Shareholders as a whole and, accordingly, the Directors recommend all Shareholders to vote in favour of the resolutions set out in the notice of the AGM contained herein.

Yours faithfully, For and on behalf of the Board Wang On Group Limited (宏安集團有限公司)[*] Tang Ching Ho Chairman

For identification purpose only

– 12 –

APPENDIX I EXPLANATORY STATEMENT ON THE NEW 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 New Repurchase Mandate.

1. SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company was HK$65,249,350.21 comprising 6,524,935,021 Shares with a nominal value of HK$0.01 each and 32,944,150 Share Options granted under the Existing Share Option Scheme remained outstanding entitling the holders of the Share Options to subscribe for an aggregate of 32,944,150 Shares. If such outstanding Share Options were exercised in full on or prior to the date of the AGM, a further 32,944,150 Shares would be in issue.

Subject to the passing of the relevant ordinary resolution(s) as set out in the notice of the AGM and assuming no further Shares are/will be issued and/or repurchased by the Company between the Latest Practicable Date and the date of the AGM, the Directors will be authorised to repurchase Shares with an aggregate nominal amount up to HK$6,524,935.02 (representing 652,493,502 Shares with a nominal value of HK$0.01 each) pursuant to the New Repurchase Mandate. Assuming that (i) all outstanding Share Options are exercised in full on or before the date of the AGM; and (ii) no further Shares are/will be issued and/or repurchased by the Company between the Latest Practicable Date and the date of the AGM, the total number of Shares in issue will be 6,557,879,171 Shares and the Directors will be authorised to repurchase Shares with an aggregate nominal amount up to HK$6,557,879.17 (representing 655,787,917 Shares with a nominal value of HK$0.01 each).

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 repurchase Shares in the market. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value of the Company and/ or its assets or its earnings per Share and will only be made when the Directors believe that such repurchases 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, the Bye-laws, the laws of Bermuda and other applicable laws.

There will not be any material adverse impact on the working capital requirement or gearing level of the Company as compared with the positions disclosed in the audited consolidated financial statements set out in the Company’s annual report for the year ended 31 March 2012 in the event that the New Repurchase Mandate is to be exercised in full at any time during the proposed repurchase period.

– I-1 –

APPENDIX I EXPLANATORY STATEMENT ON THE NEW REPURCHASE MANDATE

The Directors do not propose to exercise the New Repurchase Mandate to such extent as could, in the circumstances, have a material adverse effect on the working capital requirement or the gearing level of the Company.

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 New Repurchase Mandate is approved by the Shareholders at the AGM, to sell any Shares to the Company under the New Repurchase Mandate.

No connected persons 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 New Repurchase Mandate is granted by the Shareholders at the AGM.

5. DIRECTORS’ UNDERTAKING

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

6. EFFECT OF THE TAKEOVERS CODE

If, on the exercise of the power to repurchase Shares pursuant to the New 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 Takeovers Code. As a result, a Shareholder or a group of Shareholders acting in concert (as defined in the Takeovers 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 Rules 26 and 32 of the Takeovers 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 26.3% of the existing issued share capital of the Company. In the event that the Directors should exercise the power to repurchase Shares under the New Repurchase Mandate in full, the shareholding of Mr. Tang Ching Ho and parties acting in concert with him will be increased to approximately 29.2% of the issued share capital of the Company.

The Directors are not aware of any consequence which may arise under the Takeovers Code as a result of any repurchases made under the New 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%.

– I-2 –

APPENDIX I EXPLANATORY STATEMENT ON THE NEW REPURCHASE MANDATE

7. SHARE REPURCHASE MADE BY THE COMPANY

The Company had not purchased any Share (whether on the Stock Exchange or otherwise) in the six months preceding the Latest Practicable Date.

8. 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:

	Price per Share	Price per Share
Month	Highest	Lowest
	HK$	HK$
2011
July	0.105	0.097
August	0.102	0.082
September	0.088	0.063
October	0.078	0.058
November	0.074	0.066
December	0.070	0.062
2012
January	0.069	0.061
February	0.101	0.066
March	0.093	0.078
April	0.093	0.077
May	0.087	0.072
June	0.088	0.072
July (up to and including the Latest Practicable Date)	0.083	0.079

– I-3 –

APPENDIX II SUMMARY OF RULES OF THE NEW SHARE OPTION SCHEME

The following is a summary of the principal rules of the New Share Option Scheme but does not form part of, nor was it intended to be, part of the New Share Option Scheme nor should it be taken as affecting the interpretation of the New Share Option Scheme:

1. Purpose of the New Share Option Scheme

The purpose of the New Share Option Scheme is to enable the Board to grant Share Options to selected Eligible Persons as incentives or rewards for their contribution or potential contribution to the development and growth of the Group.

2. Who may join and basis of eligibility

The Board may, at its absolute discretion and on such terms as it may think fit, grant Share Options to any Eligible Person to subscribe at a price calculated in accordance with paragraph 3 below for such number of Shares as it may determine in accordance with the terms of the New Share Option Scheme.

The basis of eligibility of any of the Eligible Persons to the grant of Share Options shall be determined by the Board from time to time on the basis of his contribution or potential contribution to the development and growth of the Group.

3. Option price for subscription of Shares

The option price per Share payable on the exercise of a Share Option is to be determined by the Board provided always that it shall be at least the higher of:

(i) the closing price of the Shares as stated in the daily quotations sheet issued by the Stock Exchange on the date of offer of grant (which is deemed to be the date of grant if the offer for the grant of a Share Option is accepted by the Eligible Person), which must be a business day; and
(ii) the average closing price of the Shares as stated in the daily quotations sheets issued by the Stock Exchange for the five (5) business days immediately preceding the date of offer of grant, (as subsequently adjusted pursuant to the terms of the New Share Option Scheme, if relevant),

provided that the option price per Share shall in no event be less than the nominal amount of one (1) Share.

4. Acceptance of offers

An offer for the grant of Share Options must be accepted within thirty (30) days inclusive of the day on which such offer was made. The amount payable by the grantee of a Share Option to the Company on acceptance of the offer for the grant of a Share Option is HK$1.00.

– II-1 –

APPENDIX II SUMMARY OF RULES OF THE NEW SHARE OPTION SCHEME

5. Maximum number of Shares

(A) Subject to sub-paragraphs (B) and (C) below, the maximum number of Shares issuable upon the exercise of all Share Options to be granted under the New Share Option Scheme and any other share option schemes of the Company as from the commencement of the Scheme Period (excluding, for this purpose, Share Options which have lapsed in accordance with the terms of the New Share Option Scheme or any other share option schemes of the Company) must not in aggregate exceed 10% of the Shares in issue as at the Adoption Date (the ‘‘Scheme Mandate’’). The Shares underlying any Share Options granted under the New Share Option Scheme or any other share option schemes of the Company which have been cancelled (but not Share Options which have lapsed) will be counted for the purpose of the Scheme Mandate.
(B) The Scheme Mandate may be refreshed at any time by obtaining approval of the Shareholders in general meeting provided that the new limit under the refreshed Scheme Mandate must not exceed 10% of the Shares in issue at the date of the Shareholders’ approval of such refreshed Scheme Mandate. Share Options previously granted under the New Share Option Scheme or any other share option schemes of the Company (including those exercised, outstanding, cancelled or lapsed in accordance with the terms of the New Share Option Scheme or any other share option schemes of the Company) will not be counted for the purpose of calculating the total number of Shares subject to the refreshed Scheme Mandate.
(C) The Company may also, by obtaining separate approval of the Shareholders in general meeting, grant Share Options beyond the Scheme Mandate provided the Share Options in excess of the Scheme Mandate are granted only to Eligible Persons specifically identified by the Company before such approval is sought.
(D) The aggregate number of Shares which may be issued upon exercise of all outstanding Share Options granted and yet to be exercised under the New Share Option Scheme and any other share option schemes of the Company must not exceed 30% of the Shares in issue from time to time. No Share Options may be granted under the New Share Option Scheme of the Company if this will result in the limit being exceeded.

6. Maximum entitlement of each Eligible Person

The maximum number of Shares issued and to be issued upon the exercise of the Share Options granted under the New Share Option Scheme and any other share option schemes of the Company to any Eligible Person(s) (including cancelled, exercised and outstanding Share Options), in any 12-month period up to the date of grant shall not exceed 1% of the number of Shares in issue, unless (i) a circular is despatched to the Shareholders; (ii) the Shareholders approve the grant of the Share Options in excess of the 1% limit referred to in this paragraph; and (iii) the relevant Eligible Person and his associates shall abstain from voting. The number and terms (including the exercise price) of Share Options to be granted to such Eligible Person(s) must be fixed before shareholders’ approval.

– II-2 –

APPENDIX II SUMMARY OF RULES OF THE NEW SHARE OPTION SCHEME

Grant of Share Options to certain connected persons
(A) Any grant of a Share Option to a Director, chief executive of the Company or Substantial Shareholder (or any of their respective associates) must be approved by the independent non-executive Directors (excluding any independent non-executive Director who is the grantee of the Share Options).
(B) Where any grant of Share Options to a Substantial Shareholder or an independent non-executive Director (or any of their respective associates) will result in the total number of Shares issued and to be issued upon the exercise of the Share Options already granted and to be granted to such person under the New Share Option Scheme and any other share option schemes of the Company (including Share Options exercised, cancelled and outstanding) in any 12-month period up to and including the date of grant:
- (i) representing in aggregate over 0.1% of the Shares in issue; and
- (ii) having an aggregate value, based on the closing price of the Shares at each date of grant, in excess of HK$5 million,

such further grant of Share Options is required to be approved by Shareholders in general meeting in accordance with the Listing Rules. Any change in the terms of a Share Option granted to a Substantial Shareholder or an independent non-executive Director or any of their respective associates is also required to be approved by Shareholders.

8. Time of grant and exercise of Share Options

A grant of Share Options may not be made after a price-sensitive event has occurred or a price sensitive matter has been the subject of a decision until such price-sensitive information has been published in the newspapers. In particular, no Share Options may be granted during the period commencing one (1) month immediately preceding the earlier of (a) the date of the Board meeting for the approval of the Company’s annual or interim results; and (b) the deadline for the Company to publish its annual or interim results announcement, and ending on the date of actual publication of the results announcement.

No Share Options may be granted to an Eligible Person who is subject to the Model Code during the periods or times in which such Eligible Person is prohibited from dealing in Shares pursuant to the Model Code.

A Share Option may be exercised in accordance with the terms of the New Share Option Scheme at any time during a period commencing on such date on or after the date on which the Share Option is granted as the Board may determine in granting the Share Options and expiring at the close of business on such date as the Board may determine in granting the Share Options but in any event shall not exceed ten (10) years from the date of grant (which is the date of offer of grant if the offer for the grant of the Share Options is accepted).

– II-3 –

APPENDIX II SUMMARY OF RULES OF THE NEW SHARE OPTION SCHEME

9. Performance targets

Save as determined by the Board and provided in the offer of the grant of the relevant Share Options, there is no performance target which must be achieved before any of the Share Options can be exercised.

10. Ranking of Shares

If under the terms of a resolution passed or an announcement made by the Company prior to the date of exercise of a Share Option, a dividend is to be or is proposed to be paid, or Shares are to be issued or proposed to be issued by way of the capitalisation of profits or reserves or by way of rights under an offer made pro rata, to Shareholders on the register of members of the Company on a date prior to such date of exercise, the Shares to be issued upon such exercise will not rank for such dividend or such Shares. Subject as aforesaid, Shares allotted upon the exercise of an outstanding Share Option will be subject to all the provisions of the Bye-laws for the time being in force and will rank pari passu in all respects with the fully paid Shares in issue on the date of such exercise. Shares allotted upon the exercise of a Share Option for the time being outstanding shall not carry voting rights until completion of the registration of the holder of Share Option (or any other person) as the holder thereof.

11. Rights are personal to grantee

A Share Option is personal to the grantee and the grantee may not in any way sell, transfer, charge, mortgage, encumber or create any interest in favour of any third party over or in relation to any Share Option or attempt to do so.

12. Rights of exercise for grantees who were Category A Eligible Persons

If a grantee of a Share Option who at the time of grant of a Share Option to him qualified as an Eligible Person because he was a Category A Eligible Person ceases to be such a Category A Eligible Person:

(i) by reason of ill-health or injury or disability or death, then he or (as the case may be) his personal representative(s) may exercise his outstanding Share Option within six (6) months or up to the expiration of the relevant option period, whichever is earlier, failing which the Share Option will lapse; or
(ii) because the relevant member of the Group or the relevant Substantial Shareholder or the relevant company controlled by the relevant Substantial Shareholder by reason of his employment or engagement with, or secondment to, which he qualified as a Category A Eligible Person at the time the Share Option was granted ceases to be a member of the Group or a Substantial Shareholder or a company controlled by the relevant Substantial Shareholder (as the case may be), then he may exercise his outstanding Share Option within six (6) months or up to the expiration of the relevant option period, whichever is earlier, failing which the Share Option will lapse; or

– II-4 –

APPENDIX II SUMMARY OF RULES OF THE NEW SHARE OPTION SCHEME

(iii) by reason of retirement in accordance with his contract of employment or service, then he may exercise his outstanding Share Option within six (6) months after he so ceases or, if the Board in its absolute discretion determine, within six (6) months following the date of his sixtieth (60th) birthday where the retirement takes effect prior to such date, failing which the Share Option will lapse; or
(iv) by reason of voluntary resignation or dismissal, or upon expiration of his term of directorship (unless immediately renewed upon expiration), or by termination of his employment or service in accordance with the termination provisions of his contract of employment or service by the relevant company otherwise than by reason of redundancy, then his outstanding Share Options shall lapse on the date he so ceases; or
(v) on the grounds that he has committed any act of bankruptcy or has become insolvent or has made any arrangements or composition with his creditors generally or has committed any serious misconduct or has been convicted of any criminal offence (other than an offence which in the opinion of the Board does not bring the grantee or the Group or the relevant Substantial Shareholder or the relevant company controlled by the relevant Substantial Shareholder into disrepute), then his outstanding Share Options shall lapse automatically on the date of his ceasing to be an Eligible Person; or
(vi) for any other reason, any Share Options exercisable at the date he so ceases may be exercised within three (3) months of the date he so ceases, failing which the Share Option will lapse,

provided always that in each case the Board in its absolute discretion may decide that such Share Options or any part thereof shall not so lapse or determine subject to such conditions or limitations as it may decide.

13. Rights of exercise for grantees who were Category B Eligible Persons

If a grantee of a Share Option who at the time of grant of a Share Option to him qualified as an Eligible Person because he was a Category B Eligible Person:

(i) ceases to be a Category B Eligible Person by reason that such grantee ceases to be a holder of any securities issued by the relevant member of the Group, then his outstanding Share Option shall lapse on the date he so ceases; or
(ii) ceases to be a Category B Eligible Person because the relevant member of the Group by reason of his holding of securities in which he qualified as a Category B Eligible Person at the time the Share Option was granted ceases to be a member of the Group, then he may exercise his outstanding Share Option within six (6) months after he so ceases or up to the expiration of the option period, whichever is earlier, failing which the Share Option will lapse; or

– II-5 –

APPENDIX II SUMMARY OF RULES OF THE NEW SHARE OPTION SCHEME

(iii) (if the grantee is an individual) dies, then his personal representative(s) may exercise his outstanding Share Option within six (6) months after his death or up to the expiration of the option period, whichever is earlier, failing which the Share Option will lapse; or
(iv) has committed any act of bankruptcy or has become insolvent or has made any arrangements or composition with his creditors generally or has committed any serious misconduct or has been convicted of any criminal offence (other than an offence which in the opinion of the Board does not bring the grantee or the Group into disrepute), then his outstanding Share Option shall lapse automatically on the date of the relevant court order, resolution, misconduct or conviction or the effective date of the relevant arrangements or composition (as the case may be),

provided always that in each case the Board in its absolute discretion may decide that such Share Option or any part thereof shall not so lapse or determine subject to such conditions or limitations as it may decide.

14. Rights of exercise for grantees who were Category C Eligible Persons

If a grantee of a Share Option who at the time of grant of a Share Option to him qualified as an Eligible Person because he was a Category C Eligible Person:

(i) has, in the absolute determination of the Board, committed any breach of contract entered into between such Eligible Person and the relevant member of the Group; or
(ii) has committed any act of bankruptcy or become insolvent or made any arrangements or composition with his creditors generally or committed any serious misconduct or been convicted of any criminal offence (other than an offence which in the opinion of the Board does not bring the grantee or the Group into disrepute),

then his outstanding Share Option shall lapse and determine automatically on the date of the Board’s determination referred to in (i) above or, as the case may be, the date of the relevant court order, resolution, misconduct or conviction or the effective date of the relevant arrangements or composition (as the case may be) for the relevant event referred to in (ii) above; or

(iii) if the grantee (if he is an individual) dies, then his personal representative(s) may exercise his outstanding Share Option within six (6) months after his death or up to the expiration of the option period, whichever is earlier, failing which the Share Option will lapse,

– II-6 –

APPENDIX II SUMMARY OF RULES OF THE NEW SHARE OPTION SCHEME

15. Rights on exercise for grantees which were companies controlled by any of the Eligible Persons

In respect of any Share Option granted to a company which qualified as an Eligible Person because it was a company controlled by a person (‘‘Such Person’’) who was a Category A Eligible Person or Category B Eligible Person or Category C Eligible Person:

(i) the relevant provisions set out in paragraph 12, 13, or 14 (as the case may be) would apply to its outstanding Share Option as if the Share Option had been granted to Such Person; and
(ii) its outstanding Share Option shall lapse on the date it ceases to be a company controlled by Such Person,

16. Failure to meet continuing eligibility criteria

If the Board in the offer granting the relevant Share Option has specified that the grantee has to meet certain continuing eligibility criteria and that the failure of the grantee to meet any such continuing eligibility criterion would entitle the Company to cancel the Share Option then outstanding (or part thereof), then upon the failure of the grantee to meet any such continuing eligibility criterion, his outstanding Share Option shall lapse and determine on the date the Board exercises the Company’s right to cancel the Share Option on the ground of such failure.

17. Rights on a general offer

If a general offer by way of takeover is made to all the Shareholders other than the offeror and/or any person controlled by the offeror and/or any person acting in concert with the offeror, the grantee of a Share Option shall, subject to paragraph 8 above, be entitled to exercise at any time within a period of fourteen (14) days after such control has been obtained by the offeror any Share Option in whole or in part to the extent not already exercised (and notwithstanding any restrictions which would otherwise have prevented such Share Option from being exercisable at that time). For the avoidance of doubt, a Share Option not so exercised shall remain valid in accordance with its terms and subject to such restrictions as applied to it before the general offer.

18. Rights on winding-up

If notice is given by the Company to Shareholders of a general meeting at which a resolution will be proposed for the voluntary winding-up of the Company, the Company shall forthwith give notice to all grantees of Share Options and each grantee shall be entitled, at any time no later than two (2) business days prior to the proposed general meeting of the Company to exercise any of his outstanding Share Options in whole or in part to the extent not already exercised (and notwithstanding any restrictions which would otherwise have prevented such

– II-7 –

APPENDIX II SUMMARY OF RULES OF THE NEW SHARE OPTION SCHEME

Share Options from being exercisable at that time). If such resolution is duly passed, all Share Options shall, to the extent that they have not been exercised, thereupon lapse and determine on the commencement of the winding-up.

19. Rights on compromise or arrangement

In the event of a compromise or arrangement between the Company and Shareholders or the Company’s creditors being proposed in connection with a scheme for the reconstruction or amalgamation of the Company pursuant to the Companies Act, notice of the relevant meeting shall be given to the grantees of Share Options on the same day notice is given to the Shareholders and the Company’s creditors, and thereupon each grantee (or where permitted his personal representative(s)) may forthwith and until the expiry of the period commencing with such date and ending with the earlier of the date falling two (2) calendar months thereafter and the date on which such compromise or arrangement is sanctioned by the Supreme Court of Bermuda be entitled to exercise his Share Option, but such exercise of a Share Option shall be conditional upon such compromise or arrangement being sanctioned by the Supreme Court of Bermuda and becoming effective. Failing such exercise, all Share Options will lapse.

20. Lapse of Share Options

A Share Option shall lapse automatically on the earliest of:

(i) the expiry of the period referred to in paragraph 8 above;
(ii) the date on which the grantee commits a breach of paragraph 11 above, if the Board shall exercise the Company’s right to cancel the Share Option;
(iii) the expiry of the relevant period or the occurrence of the relevant event referred to in paragraph 12, 13, 14, 15 or 16 above; and
(iv) the expiry of any of the relevant periods referred to in paragraph 18 or 19 above.

21. Cancellation of Share Options granted but not yet exercised

Following the cancellation of any Share Options granted under the New Share Option Scheme but not exercised, new Share Options may only be granted to the same grantee under the New Share Option Scheme with available unissued Share Options (excluding the cancelled Share Options) within the limit of the Scheme Mandate then available to the Board.

22. Effects of alterations to capital

In the event of any alteration in the capital structure of the Company by way of capitalisation issue, rights issue, sub-division or consolidation of Shares or reduction of the share capital of the Company (other than an issue of Shares as consideration in respect of a transaction while any Share Option remains exercisable), such corresponding alterations (if any) will be made in (i) the number of Shares subject to any outstanding Share Options and/or (ii) the subscription price per Share as the independent financial adviser or the auditors for the time being of the Company shall at the request of the Company or any grantee certify in

– II-8 –

APPENDIX II SUMMARY OF RULES OF THE NEW SHARE OPTION SCHEME

writing to be in their opinion fair and reasonable, provided that any such alterations shall be made on the basis that the grantee shall have the same proportion of the issued share capital of the Company to which he was entitled before such alteration and the aggregate subscription price payable by the grantee on the full exercise of any Share Options shall remain as nearly as possible the same as (but not greater than) it was before such event, but so that no such alterations shall be made the effect of which would be to enable a Share to be issued at less than its nominal value. Save in the case of a capitalisation issue, an independent financial adviser or the auditors for the time being of the Company must confirm to the Directors in writing that such adjustment(s) satisfy the aforesaid requirements and/or such other requirement prescribed under the Listing Rules from time to time.

23. Period of the New Share Option Scheme

The New Share Option Scheme will remain in force for a period of ten (10) years commencing on the date on which the New Share Option Scheme is adopted by Shareholders in general meeting and shall expire at the close of business on the day immediately preceding the tenth anniversary thereof unless terminated earlier by Shareholders in general meeting.

24. Alteration to the New Share Option Scheme

The New Share Option Scheme may be altered in any respect by resolution of the Board except that:

(i) any alteration to the advantage of the grantees or the Eligible Persons (as the case may be) in respect of the matters contained in Rule 17.03 of the Listing Rules;
(ii) any change to the authority of the Board or scheme administrators in relation to any alteration to the terms of the New Share Option Scheme; or
(iii) any material alteration to the terms and conditions of the New Share Option Scheme or any change to the terms of Share Options granted (except any alterations which take effect automatically under the terms of the New Share Option Scheme),

shall first be approved by the Shareholders in general meeting provided that if the proposed alteration shall adversely affect a Share Option granted or agreed to be granted prior to the date of alteration, such alteration shall be further subject to the grantees’ approval in accordance with the terms of the New Share Option Scheme.

The amended terms of the New Share Option Scheme shall still comply with Chapter 17 of the Listing Rules.

25. Termination to the New Share Option Scheme

The Company may by resolution in general meeting or the Board may at any time terminate the New Share Option Scheme and in such event no further Share Option shall be offered but the provisions of the New Share Option Scheme shall remain in force to the extent

– II-9 –

APPENDIX II SUMMARY OF RULES OF THE NEW SHARE OPTION SCHEME

necessary to give effect to the exercise of any Share Option granted prior to the termination or otherwise as may be required in accordance with the provisions of the New Share Option Scheme.

Share Options granted prior to such termination at the time of termination shall continue to be valid and exercisable in accordance with the New Share Option Scheme.

26. Conditions of the New Share Option Scheme

The New Share Option Scheme is conditional on (1) the passing by the Shareholders of an ordinary resolution at the AGM to approve the adoption of the New Share Option Scheme; and (2) the Listing Committee of the Stock Exchange granting the approval for the listing of, and permission to deal in, the Shares to be issued pursuant to the exercise of any Share Options which may be granted under the New Share Option Scheme.

– II-10 –

APPENDIX III DETAILS OF THE RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

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

Ms. Yau Yuk Yin, aged 50, is a co-founder of the Group and has been the Deputy Chairman of the Company since November 1993. She is also a member of the remuneration committee, the nomination committee and the executive committee of the Company. She is responsible for the overall human resources and administration of the Group. She has over 19 years of experience in human resources and administration management. She is the wife of Mr. Tang Ching Ho, the Chairman of the Company. 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). Ms. Yau also did not hold any other directorship in listed public companies during the past three years or hold any other positions with the Company or any member of the Group as at the Latest Practicable Date.

Pursuant to the service contract entered into between the Company and Ms. Yau, she is entitled to an annual remuneration of approximately HK$3.25 million. She is also entitled to bonus and other benefits at the discretion of the Board by reference to her duties as an executive Director of the Company. Ms. Yau is subject to retirement by rotation and re-election at any subsequent annual general meeting of the Company in accordance with the provisions of the Bye-laws.

As at the Latest Practicable Date, Ms. Yau held 1,716,166,042 Shares, representing 26.30% of the issued share capital of the Company, within the meaning of Part XV of the SFO, which includes personal interest of 9,342,100 Shares, 9,342,113 Shares held by her spouse, Mr. Tang Ching Ho, the Chairman of the Company, 34,172,220 Shares held by a corporation wholly and beneficially owned by her spouse and 1,663,309,609 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 were not aware of any other matters regarding the re-election of Ms. Yau that need to be brought to the attention of the Shareholders as at the Latest Practicable Date.

Dr. Lee Peng Fei, Allen, CBE, BS, FHKIE, JP, aged 72, joined the Group in November 1993 as an independent non-executive Director. He is a member of the remuneration committee and the chairman of the nomination committee 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. He 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 companies listed on the Stock Exchange. Dr. Lee resigned as an independent nonexecutive director of Sam Woo Holdings Limited with effect from 29 April 2011. Save as disclosed above, as at the Latest Practicable Date, Dr. Lee did not hold any other directorship in listed public companies during the past three years or any other positions with the Company or any member of the Group.

– III-1 –

APPENDIX III DETAILS OF THE 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 did he have interests in the Shares within the meaning of Part XV of the SFO.

Pursuant to the service agreement entered into between the Company and Dr. Lee, Dr. Lee’s appointment is subject to the provisions of the Bye-laws and he will be subject to 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.

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 were not aware of any other matters regarding the re-election of Dr. Lee that need to be brought to the attention of the Shareholders as at the Latest Practicable Date.

Mr. Siu Yim Kwan, Sidney, S.B.St.J., aged 65, joined the Group in November 1993 as an independent non-executive Director. He is the chairman of the audit committee of the Company and a member of the nomination committee and the remuneration committee of the Company. Mr. Siu is also an executive member of a number of charitable organisations and sports associations and an independent non-executive director of Unlimited Creativity Holdings Limited, a listed company in Hong Kong. Save as disclosed above, as at the Latest Practicable Date, Mr. Siu did not hold any other directorship in listed public companies during the past three years or any other positions with the Company or any member of the Group.

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 did he have interests in the Shares within the meaning of Part XV of the SFO.

Pursuant to the service agreement entered into between the Company and Mr. Siu, Mr. Siu’s appointment is subject to the provisions of the Bye-laws and he will be subject to retirement by rotation and re-election at any subsequent annual general meeting of the Company. Mr. Siu is entitled to a Director’s fee of HK$117,000 per annum. Such fee is determined with reference to his duties as an independent non-executive Director.

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 were not aware of any other matters regarding the re-election of Mr. Siu that need to be brought to the attention of the Shareholders as at the Latest Practicable Date.

– III-2 –

NOTICE OF THE AGM

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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 ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the annual general meeting (the ‘‘AGM’’) of Wang On Group Limited (宏安集團有限公司)[*] (the ‘‘Company’’) will be held at Garden Rooms A & B, 2/F., Hotel Nikko Hongkong, 72 Mody Road, Tsimshatsui, Kowloon, Hong Kong on Tuesday, 21 August 2012 at 12:00 noon for the purpose of considering and, if thought fit, passing the following resolutions:

ORDINARY RESOLUTIONS

To receive, consider and adopt the audited consolidated financial statements and the reports of the directors and auditors of the Company for the year ended 31 March 2012.
To consider, approve and declare a final dividend of HK0.5 cents per share for the financial year ended 31 March 2012.
To re-elect the following retiring directors and to authorise the board of directors (the ‘‘Board’’ or ‘‘Directors’’) to fix the remuneration of the Directors:
(i) Ms. Yau Yuk Yin as an executive Director;
(ii) Dr. Lee Peng Fei, Allen as an independent non-executive Director; and
(iii) Mr. Siu Yim Kwan, Sidney as an independent non-executive Director.
To re-appoint Ernst & Young as auditors of the Company and to authorise the Board to fix their remuneration.

AS SPECIAL BUSINESS, to consider and, if thought fit, pass with or without amendments the following resolutions as ordinary resolutions 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 be and is hereby generally and unconditionally approved;

For identification purpose only

– AGM-1 –

NOTICE OF THE AGM

(b) the aggregate 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 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
(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 the laws of Bermuda or the Company’s bye-laws (the ‘‘Bye-law(s)’’) 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 the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue, grant, distribute and otherwise deal with additional Shares, and to make, issue or grant offers, agreements and options (including bonds, warrants and securities or debentures convertible into Shares or options) and rights of exchange or conversion which would or might require the exercise of such powers either during or after the Relevant Period, subject to and in accordance with all applicable laws, 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, issue or grant offers, agreements and options (including bonds, warrants and securities or debentures convertible into Shares or options) and rights of exchange or conversion which might require the exercise of such powers after the end of the Relevant Period;
(c) the aggregate share capital allotted, issued, granted, distributed or otherwise dealt with or agreed conditionally or unconditionally to be allotted, granted, distributed or otherwise dealt with (whether pursuant to an option, a conversion or otherwise) by the Directors pursuant to the approval in paragraph (a) above, otherwise than pursuant to:
(i) a Rights Issue (as hereinafter defined);

– AGM-2 –

NOTICE OF THE AGM

(ii) the exercise of the rights of subscription or conversion under the terms of any warrants issued by the Company or any securities which are convertible into Shares;
(iii) the exercise of any Share 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 in force from time to time,

shall not exceed the aggregate of (aa) 20% of the aggregate share capital of the Company in issue at the date of the passing of this resolution; and (bb) (if the Directors are so authorised by a separate ordinary resolution of the shareholders of the Company) the aggregate 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 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 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).’’

– AGM-3 –

NOTICE OF THE AGM

(C) ‘‘THAT conditional upon the passing of the resolutions numbered 5(A) and 5(B) above, the general mandate granted to the Directors to exercise the powers of the Company to allot, issue and otherwise deal with additional Shares pursuant to the resolution numbered 5(B) above be and is hereby extended by the addition to the aggregate share capital of the Company which may be allotted and issued or agreed conditionally or unconditionally to be allotted and issued by the Directors pursuant to such general mandate an amount representing the aggregate share capital of the Company repurchased or agreed to be repurchased by the Company since the granting of the general mandate pursuant to resolution numbered 5(A) above, provided that such amount shall not exceed 10% of the share capital of the Company in issue at the date of the passing of this resolution.’’
‘‘THAT:

subject to and conditional upon the Listing Committee of The Stock Exchange of Hong Kong Limited (the ‘‘Stock Exchange’’) granting the approval for the listing of, and the permission to deal in, the ordinary shares of HK$0.01 each in the share capital of the Company (or such nominal amount as shall result from a capitalisation issue, rights issue, sub-division, consolidation, re-classification, reconstruction or reduction of share capital of the Company from time to time) (the ‘‘Share(s)’’) to be issued pursuant to the exercise of the share options granted which may be granted under the new share option scheme (the ‘‘New Share Option Scheme’’), a copy of which is tabled at the meeting and marked ‘‘A’’ and initialled by the chairman of the meeting for identification purpose, the New Share Option Scheme be and is hereby approved and adopted; and the directors of the Company be and are hereby authorised to do all such acts and to enter into all such transactions, arrangements and agreements as may be necessary or expedient in order to give full effect to the New Share Option Scheme, including but without limitation:

(i) to administer the New Share Option Scheme under which share options will be granted to the Eligible Persons (as defined in the New Share Option Scheme) eligible under the New Share Option Scheme to subscribe for Shares, including but not limited to determining and granting the share options in accordance with the terms of the New Share Option Scheme;
(ii) to modify and/or amend the New Share Option Scheme from time to time provided that such modification and/or amendment is effected in accordance with the provisions of the New Share Option Scheme relating to the modification and/or amendment and subject to Chapter 17 of the Rules Governing the Listing of Securities on the Stock Exchange (the ‘‘Listing Rules’’);
(iii) to allot and issue from time to time such number of Shares in the share capital of the Company as may be required to be allotted and issued pursuant to the exercise of the share options under the New Share Option Scheme and subject to the Listing Rules;

– AGM-4 –

NOTICE OF THE AGM

(iv) to make application at appropriate time or times to the Stock Exchange and any other stock exchanges upon which the issued Shares may for the time being be listed, for listing of, and permission to deal in, any Shares which may hereafter from time to time be allotted and issued pursuant to the exercise of the share options under the New Share Option Scheme; and
(v) to consent, if it so deems fit and expedient, to such conditions, modifications and/or variations as may be required or imposed by the relevant authorities in relation to the New Share Option Scheme.’’

SPECIAL RESOLUTIONS

AS SPECIAL BUSINESS, to consider and, if thought fit, pass with or without amendments the following resolutions as special resolutions of the Company:

(A) ‘‘THAT the Bye-laws be amended as follows:
(a) Bye-law 1

The existing Bye-law 1 be amended by adding the following new definition immediately after the definition of ‘‘Subsidiaries’’:

‘‘‘‘substantial shareholder(s)’’ a person(s) who is/are entitled to exercise, or control the exercise of, 10% or more (or such other percentage as may be prescribed by the rules of the Designated Stock Exchange from time to time) of the voting power at any general meeting of the Company.’’;

(b) Bye-law 3(3)

The existing Bye-laws 3(3) be amended by deleting the existing Bye-law 3(3) in its entirety and substituting therefor the following:

‘‘Subject to compliance with the rules and regulations of the Designated Stock Exchange and any other relevant regulatory authority, the Company may give financial assistance for the purpose of or in connection with a purchase made or to be made by any person of any shares in the Company.’’;

(c) Bye-law 44

The existing Bye-law 44 be amended by deleting ‘‘on every business day’’ in the first sentence of the existing Bye-law 44 and replacing it with ‘‘during business hours’’;

– AGM-5 –

NOTICE OF THE AGM

(d) Bye-law 46

The existing Bye-law 46 be amended by inserting the words ‘‘in any manner permitted by and in accordance with the rules of the Designated Stock Exchange or’’ in the first line of the existing Bye-law 46 after the words ‘‘any Member may transfer all or any of his shares’’;

(e) Bye-law 66

(i) The existing Bye-law 66 be renumbered as paragraph (1) of Bye-law 66 and amended by inserting the following words in the last line of the existing Bye-law 66 after the words ‘‘the vote of a meeting shall be decided by way of a poll’’:

‘‘, save that the chairman of the meeting may in good faith, allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands in which case every Member present in person (or being a corporation, is present by a duly authorised representative), or by proxy(ies) shall have one (1) vote provided that where more than one (1) proxy is appointed by a Member which is a Clearing House (or its nominee(s)), each such proxy shall have one (1) vote on a show of hands. For purposes of this Bye-law, procedural and administrative matters are those that (i) are not on the agenda of the general meeting or in any supplementary circular that may be issued by the Company to its Members; and (ii) relate to the chairman’s duties to maintain the orderly conduct of the meeting and/or allow the business of the meeting to be properly and effectively dealt with, whilst allowing all Members a reasonable opportunity to express their views.’’;

(ii) The existing Bye-law 66 be amended by inserting the following as paragraph (2) of the existing Bye-law 66:
‘‘(2) Where a show of hands is allowed, before or on the declaration of the result of the show of hands, a poll may be demanded:
- (a) by at least three Members present in person or in the case of a Member being a corporation by its duly authorised representative or by proxy for the time being entitled to vote at the meeting; or
- (b) by a Member or Members present in person or in the case of a Member being a corporation by its duly authorised representative or by proxy and representing not less than one tenth of the total voting rights of all Members having the right to vote at the meeting; or

– AGM-6 –

NOTICE OF THE AGM

(c) by a Member or Members present in person or in the case of a Member being a corporation by its duly authorised representative or by proxy and holding shares in the Company conferring a right to vote at the meeting being shares on which an aggregate sum has been paid up equal to not less than one tenth of the total sum paid up on all shares conferring that right.’’;
(iii) The existing Bye-law 66 be amended by inserting the following as paragraph (3) of the existing Bye-law 66:

‘‘A demand by a person as proxy for a Member or in the case of a Member being a corporation by its duly authorised representative shall be deemed to be the same as a demand by the Member.’’;

(f) Bye-law 67

The existing Bye-law 67 be amended by inserting the following sentence immediately before the first sentence of the existing Bye-law 67:

‘‘Where a resolution is voted on by a show of hands, a declaration by the chairman that a resolution has been carried, or carried unanimously, or by a particular majority, or not carried by a particular majority, or lost, and an entry to that effect made in the minute book of the Company, shall be conclusive evidence of the facts without proof of the number or proportion of the votes recorded for or against the resolution.’’;

(g) Bye-law 84(2)

The existing Bye-law 84(2) be amended by inserting the words ‘‘including, where a show of hands is allowed, the right to vote individually on a show of hands’’ immediately after ‘‘in respect of the number and class of shares specified in the relevant authorisation’’ in the last line of the existing Byelaw 84(2);

(h) Bye-law 88

The existing Bye-law 88 be amended by deleting the existing Bye-law 88 in its entirety and substituting therefor the following:

‘‘No person, other than a retiring Director shall, unless recommended by the Board for election, be eligible for election to the office of Director at any general meeting, unless a Notice in writing signed by not less than 100 Members or by such Member(s) individually or collectively holding not less than one-twentieth of the then total paid up capital of the Company as at the date of such Notice carrying the right of attending and voting at the general meeting of the Company for which such Notice is given of his intention to propose such person(s) for election and also a Notice signed

– AGM-7 –

NOTICE OF THE AGM

by each person to be proposed of his willingness to be elected shall have been lodged at the head office or at the Registration Office provided that the number of candidates to be nominated by the qualified Member individually or the group of qualified Members collectively for election at any general meeting shall be limited to two (2), subject to the maximum number of Directors of the Company, if any, and provided that the minimum length of the period during which such Notices are given shall be at least seven (7) days and the period for lodgment of such notices shall commence no earlier than the day after the despatch of such Notice of the general meeting appointed for such election and end no later than seven (7) days prior to the date of such general meeting.’’;

(i) Bye-law 92

The existing Bye-law 92 be amended by deleting the words ‘‘next annual election of Directors or, if earlier, the date on which the relevant Director ceases to be a Director’’ in the third sentence of Bye-law 92 and replacing it with ‘‘happening of any event which, if he were a Director, would cause him to vacate such office or if his appointer ceases for any reason to be a Director’’;

(j) Bye-law 103(1)(iii)

The existing Bye-law 103(1)(iii) be amended by deleting the text of the existing Bye-law 103(1)(iii) in its entirety and substituting therefor the words ‘‘Intentionally deleted’’;

(k) Bye-law 103(2)

The existing Bye-law 103(2) be amended by deleting the text of the existing Bye-law 103(2) in its entirety and substituting therefor the words ‘‘Intentionally deleted’’;

(l) Bye-law 103(3)

The existing Bye-law 103(3) be amended by deleting the text of the existing Bye-law 103(3) in its entirety and substituting therefor the words ‘‘Intentionally deleted’’;

(m) Bye-law 122

The existing Bye-law 122 be amended by inserting the following sentence immediately after the end of the existing Bye-law 122:

‘‘Notwithstanding the foregoing, a resolution in writing shall not be passed in lieu of a meeting of the Board for the purposes of considering any matter or business in which a substantial shareholder of the Company or a Director has a conflict of interest and the Board has determined that such conflict of interest to be material.’’;

– AGM-8 –

NOTICE OF THE AGM

(n) Bye-law 132(3)

The existing Bye-law 132(3) be amended by deleting the words ‘‘on every business day’’ in the last line of the existing Bye-law 132(3) and replacing it with ‘‘during business hours’’;

(o) Bye-law 138

The existing Bye-law 138 be amended by deleting the words ‘‘the aggregate of its liabilities and its issued share capital and share premium accounts’’ in the last line of Bye-law 138 after the words ‘‘the realisable value of its assets would thereby become less than’’ and substituting therefor words ‘‘its liabilities’’; and

(p) Bye-law 160

The existing Bye-law 160 be amended by inserting the words ‘‘other than by posting it on a website’’ immediately after ‘‘The notice of availability may be given to the member by any of the means set out above’’ in the second-last sentence of the existing Bye-law 160.’’

(B) ‘‘THAT, subject to the passing of special resolution numbered 7(A) as set out in this notice, a new set of amended and restated bye-laws of the Company which consolidates all of the proposed amendments referred to in special resolution numbered 7(A) as set out in this notice and all previous amendments made, pursuant to resolutions passed by members of the Company at general meetings, a copy of which has been produced at the meeting marked ‘‘B’’ and initialled by the chairman of the meeting for identification purpose, be and is hereby approved and adopted as the new bye-laws of the Company in substitution for and to the exclusion of the existing Bye-laws with immediate effect.’’

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, 17 July 2012

Registered Office:

Clarendon House 2 Church Street Hamilton HM 11 Bermuda

Head office and principal place of business in Hong Kong:

5/F., Wai Yuen Tong Medicine Building 9 Wang Kwong Road Kowloon Bay Kowloon Hong Kong

For identification purpose only

– AGM-9 –

NOTICE OF THE AGM

Notes:

(1) The register of members of the Company will be closed from Friday, 17 August 2012 to Tuesday, 21 August 2012 (both days inclusive) during which period no transfer of share(s) will be effected. In order to determine the eligibility to attend and vote at the AGM or any adjourned meeting thereof (as the case may be), all transfer of share(s), accompanied by the relevant share certificate(s) with the properly completed transfer form(s) either overleaf or separately, must be lodged with the branch share registrar and transfer office of the Company in Hong Kong, Tricor Tengis Limited at 26/F., Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong for registration not later than 4:30 p.m. on Thursday, 16 August 2012.
(2) The register of members of the Company will be closed from Tuesday, 28 August 2012 to Wednesday, 29 August 2012 (both days inclusive) during which period no transfer of share(s) will be effected. In order to qualify for the proposed final dividend, all transfer of share(s), accompanied by the relevant share certificate(s) with the properly completed transfer form(s) either overleaf or separately, must be lodged with the branch share registrar and transfer office of the Company in Hong Kong, Tricor Tengis Limited at 26/F., Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong for registration not later than 4:30 p.m. on Monday, 27 August 2012.
(3) A member entitled to attend and vote at the AGM 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.
(4) 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 and in any event not later than 48 hours before the time appointed for holding the AGM or any adjournment thereof (as the case may be).
(5) Completion and delivery of the form of proxy will not preclude members from attending and voting at the AGM or any adjournment thereof (as the case may be) should they so wish and in such event, the instrument appointing a proxy shall be deemed to be revoked.
(6) Where there are joint holders of any shares, any one of such holders may vote at the AGM 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 AGM 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.
(7) All of the above resolutions will be voted by way of a poll at the AGM.

– AGM-10 –

AI assistant

Wang On Group Limited — AGM Information 2012

49778_rns_2012-07-16_4233430c-d6b8-4e6f-b912-4f21cb8c9953.pdf

GRANT OF NEW ISSUE MANDATE AND NEW REPURCHASE MANDATE,

PROPOSED ADOPTION OF NEW SHARE OPTION SCHEME, RE-ELECTION OF THE RETIRING DIRECTORS, PROPOSED AMENDMENTS TO THE BYE-LAWS AND

NOTICE OF ANNUAL GENERAL MEETING

DEFINITIONS

DEFINITIONS

DEFINITIONS

DEFINITIONS

WANG ON GROUP LIMITED （ 宏安 集 團 有 限 公 司 ）[*]

GRANT OF NEW ISSUE MANDATE AND NEW REPURCHASE MANDATE,

PROPOSED ADOPTION OF NEW SHARE OPTION SCHEME, RE-ELECTION OF THE RETIRING DIRECTORS, PROPOSED AMENDMENTS TO THE BYE-LAWS AND

NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

LETTER FROM THE BOARD

GRANT OF THE NEW ISSUE MANDATE AND THE NEW REPURCHASE MANDATE

PROPOSED ADOPTION OF THE NEW SHARE OPTION SCHEME

The Existing Share Option Scheme

Adoption of the New Share Option Scheme

LETTER FROM THE BOARD

Conditions precedent of the New Share Option Scheme

LETTER FROM THE BOARD

RE-ELECTION OF THE RETIRING DIRECTORS

PROPOSED AMENDMENTS TO THE BYE-LAWS

LETTER FROM THE BOARD

RESPONSIBILITY STATEMENT

THE AGM

LETTER FROM THE BOARD

RECOMMENDATION

1. SHARE CAPITAL

2. REASONS FOR REPURCHASES

3. FUNDING OF REPURCHASES

4. DIRECTORS, THEIR ASSOCIATES AND CONNECTED PERSONS

5. DIRECTORS’ UNDERTAKING

6. EFFECT OF THE TAKEOVERS CODE

7. SHARE REPURCHASE MADE BY THE COMPANY

8. SHARE PRICES

1. Purpose of the New Share Option Scheme

2. Who may join and basis of eligibility

3. Option price for subscription of Shares

4. Acceptance of offers

5. Maximum number of Shares

6. Maximum entitlement of each Eligible Person

8. Time of grant and exercise of Share Options

9. Performance targets

10. Ranking of Shares

11. Rights are personal to grantee

12. Rights of exercise for grantees who were Category A Eligible Persons

13. Rights of exercise for grantees who were Category B Eligible Persons

14. Rights of exercise for grantees who were Category C Eligible Persons

15. Rights on exercise for grantees which were companies controlled by any of the Eligible Persons

16. Failure to meet continuing eligibility criteria

17. Rights on a general offer

18. Rights on winding-up

19. Rights on compromise or arrangement

20. Lapse of Share Options

21. Cancellation of Share Options granted but not yet exercised

22. Effects of alterations to capital

APPENDIX II SUMMARY OF RULES OF THE NEW SHARE OPTION SCHEME

23. Period of the New Share Option Scheme

24. Alteration to the New Share Option Scheme

25. Termination to the New Share Option Scheme

26. Conditions of the New Share Option Scheme

WANG ON GROUP LIMITED （ 宏安 集 團 有 限 公 司 ）[*]

NOTICE OF ANNUAL GENERAL MEETING

ORDINARY RESOLUTIONS

NOTICE OF THE AGM

(B) ‘‘THAT:

NOTICE OF THE AGM

NOTICE OF THE AGM

SPECIAL RESOLUTIONS

(b) Bye-law 3(3)

(c) Bye-law 44

(d) Bye-law 46

(e) Bye-law 66

NOTICE OF THE AGM

(f) Bye-law 67

(g) Bye-law 84(2)

(h) Bye-law 88

Wang On Group Limited AGM Information 2012

WANG ON GROUP LIMITED （宏安集團有限公司）[*]

WANG ON GROUP LIMITED （宏安集團有限公司）[*]