Wang On Group Limited — AGM Information 2017

Jul 27, 2017

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 transferee or to the bank, licensed securities dealer, or other agent through whom the sale or 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.

WANG ON GROUP LIMITED （宏安集團有限公司）[*]

(Incorporated in Bermuda with limited liability)

(Stock Code: 1222)

PROPOSALS FOR REFRESHMENT OF 10% GENERAL LIMIT ON GRANT OF OPTIONS UNDER THE SHARE OPTION SCHEME OF WAI YUEN TONG MEDICINE HOLDINGS LIMITED, GRANT OF NEW ISSUE MANDATE AND NEW REPURCHASE MANDATE, RE-ELECTION OF RETIRING DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING

A notice convening the AGM to be held at The Palace Rooms, Basement 1, The Royal Garden, 69 Mody Road, Tsim Sha Tsui East, Kowloon, Hong Kong on Tuesday, 29 August 2017 at 12:30 p.m. is set out on pages AGM-1 to AGM-6 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 Level 22, Hopewell Centre, 183 Queen’s Road East, 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

28 July 2017

CONTENTS

			Page
Definitions . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . .	. . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
Introduction	. . . . . . . . . . . . . . . . . . . . . . . . . . .	. . . . . . . . . . . . . . . . . . . . .	4
Refreshment of the 10% general limit on grant of
share options under the share option scheme(s) of WYT . . . . . . . . . . . .			5
Grant of the New Issue Mandate and the New Repurchase Mandate . . . .			6
Re-election of	the retiring Directors . . . . . . . . .	. . . . . . . . . . . . . . . . . . . . .	7
Responsibility	statement . . . . . . . . . . . . . . . . .	. . . . . . . . . . . . . . . . . . . . .	7
The AGM . .	. . . . . . . . . . . . . . . . . . . . . . . . . . .	. . . . . . . . . . . . . . . . . . . . .	8
Recommendation . . . . . . . . . . . . . . . . . . . . . . . .		. . . . . . . . . . . . . . . . . . . . .	8
Appendix I –	Explanatory statement on the
	New Repurchase Mandate	. . . . . . . . . . . . . . . . . . . . .	I-1
Appendix II –	Details of the retiring Directors
	proposed for re-election . .	. . . . . . . . . . . . . . . . . . . . .	II-1
Notice of the AGM	. . . . . . . . . . . . . . . . . . . . . . . . . .	. . . . . . . . . . . . . . . . . . . . .	AGM-1

– i –

DEFINITIONS

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

• “2012 Share Option Scheme”

• the existing share option scheme adopted by the Company pursuant to a resolution passed by the Shareholders at the annual general meeting held on 21 August 2012

• “AGM”

• the annual general meeting of the Company to be convened and held at The Palace Rooms, Basement 1, The Royal Garden, 69 Mody Road, Tsim Sha Tsui East, Kowloon, Hong Kong, on Tuesday, 29 August 2017 at 12:30 p.m. or at any adjournment thereof (as the case may be) to consider and, if thought fit, approve, inter alia , (i) the refreshment of the WYT Scheme Mandate Limit; (ii) the grant of the New Issue Mandate and the New Repurchase Mandate; and (iii) the re-election of the retiring Directors

• “associate(s)” has the meaning ascribed thereto under the Listing Rules

• “Board” the board of the Directors

• “Bye-law(s)” the bye-laws of the Company

• “close associate(s)”

• has the meaning ascribed thereto under the Listing Rules

• “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

• “controlling shareholder(s)”

• has the meaning ascribed thereto under the Listing Rules

• “core connected person(s)” has the meaning ascribed thereto under the Listing Rules

• “Director(s)” the director(s) of the Company

• “Group” the Company and its subsidiaries

• For identification purpose only

– 1 –

DEFINITIONS

• “Hong Kong”

• “Latest Practicable Date”

• “Listing Rules”

• “New Issue Mandate”

• “New Repurchase Mandate”

• “PRC”

• “SFO”

• “Share(s)”

• “Shareholder(s)”

• “Stock Exchange”

• the Hong Kong Special Administrative Region of the PRC

• 24 July 2017, 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

• 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 total number of Shares in issue as at the date of passing of the relevant resolution(s) 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 total number of Shares in issue as at the date of passing of the relevant resolution granting such mandate

• 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 Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)

• the ordinary share(s) with a nominal value of HK$0.01 each in the share capital of the Company

• the holder(s) of the Share(s)

• The Stock Exchange of Hong Kong Limited

– 2 –

DEFINITIONS

• “subsidiary(ies)”

• a subsidiary(ies) for the time being of the Company within the meaning as ascribed thereto under the Companies Ordinance (Chapter 622 of the Laws of Hong Kong)

• “substantial shareholder(s)” has the meaning ascribed thereto under the Listing Rules

• “Takeovers Code” the Hong Kong Code on Takeovers and Mergers

• “WYT”

• Wai Yuen Tong Medicine Holdings Limited (位元堂藥 業控股有限公司[*] ), an exempted company incorporated in Bermuda with limited liability whose shares are listed and traded on the Main Board of the Stock Exchange (Stock Code: 897)

• “WYT Group”

• WYT and its subsidiaries from time to time

• “WYT Scheme Mandate Limit”

• the maximum number of WYT shares (being up to 10% of the WYT shares in issue as at the date of the relevant general meeting) which may be issued upon exercise of all share options to be granted under the share option scheme(s) of WYT as at the date of adoption or as refreshed from time to time

• “HK$” Hong Kong dollars, the lawful currency of Hong Kong

• “%”

• per cent.

• For identification purpose only

– 3 –

LETTER FROM THE BOARD

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, SBS, 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: Dr. Lee Peng Fei, Allen, CBE, BS, FHKIE, JP Mr. Wong Chun, Justein, BBS, MBE, JP Mr. Siu Yim Kwan, Sidney, S.B.St.J. Mr. Siu Kam Chau

Head office and principal place of business: Suite 3202, 32/F., Skyline Tower 39 Wang Kwong Road Kowloon Bay Kowloon Hong Kong 28 July 2017

To the Shareholders

Dear Sir or Madam,

PROPOSALS FOR REFRESHMENT OF 10% GENERAL LIMIT ON GRANT OF OPTIONS UNDER THE SHARE OPTION SCHEME OF WAI YUEN TONG MEDICINE HOLDINGS LIMITED, GRANT OF NEW ISSUE MANDATE AND NEW REPURCHASE MANDATE, RE-ELECTION OF RETIRING DIRECTORS 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 refreshment of the WYT Scheme Mandate Limit; (ii) the grant of the New Issue Mandate and the New Repurchase Mandate; and (iii) the re-election of the retiring Directors. A notice of the AGM containing the resolutions to be proposed at the AGM is set out on pages AGM-1 to AGM-6 of this circular.

• For identification purpose only

– 4 –

LETTER FROM THE BOARD

REFRESHMENT OF THE 10% GENERAL LIMIT ON GRANT OF SHARE OPTIONS UNDER THE SHARE OPTION SCHEME(S) OF WYT

WYT adopted its share option scheme at its annual general meeting held on 22 August 2013. The WYT Scheme Mandate Limit was initially set at 10% of the WYT shares as at the date of the adoption of the share option scheme of WYT, being 293,114,296 shares with a nominal value of HK$0.01 each (the “ WYT 2013 Scheme Mandate Limit ”). The WYT 2013 Scheme Mandate Limit was refreshed on 20 August 2015 (equivalent to 632,571,445 WYT shares with a nominal value of HK$0.01 each), which was reduced to 31,628,572 WYT shares with a nominal value of HK$0.01) (the “ WYT 2015 Refreshed Scheme Mandate Limit ”) upon completion of its capital reorganisation, details of which were set up in WYT’s announcement and circular dated 1 February 2016 and 19 February 2016, respectively.

Since then and as at the Latest Practicable Date, WYT’s total number of shares was significantly increased to 1,265,142,888 with a nominal value of HK$0.01 each and the WYT 2015 Refreshed Scheme Mandate Limited of 31,628,572 WYT shares representing approximately 2.5% of WYT’s existing total number of WYT shares in issue. Assuming that no further shares of WYT will be issued or repurchased prior to the date of approval of the refreshment of the WYT Scheme Mandate Limit, WYT will be entitled under the WYT Scheme Mandate Limit to grant further share options carrying the rights to subscribe for up to 126,514,288 shares in WYT, representing 10% of the WYT Shares in issue as the date of the approval of the refreshed WYT Scheme Mandate Limit by the shareholders of WYT.

The Directors consider that the refreshment of the WYT Scheme Mandate Limit is in the interests of the Company and the Shareholders as a whole because it would enable WYT to reward and motivate eligible participants to contribute to the success of WYT Group, being also subsidiaries of the Company.

The proposal for refreshment of the WYT Scheme Mandate Limit is, subject to:-

• (i) the shareholders of WYT passing an ordinary resolution to approve the refreshment of the WYT Scheme Mandate Limit at the forthcoming annual general meeting of WYT;

• (ii) in accordance with Rule 17.01(4) of the Listing Rules, the Shareholders passing an ordinary resolution to approve the refreshment of the WYT Scheme Mandate Limit at the AGM; and

• (iii) the Listing Committee of the Stock Exchange granting the listing of, and permission to deal in, the shares to be issued upon exercise of any share options granted under the refreshed general limit of the share option scheme(s) of WYT.

– 5 –

LETTER FROM THE BOARD

GRANT OF THE NEW ISSUE MANDATE AND THE NEW REPURCHASE MANDATE

At the Company’s last annual general meeting held on 9 August 2016, the Directors were granted a general mandate to allot, issue and deal with Shares with an aggregate number of not exceeding 20% of the total number of Shares in issue as at 9 August 2016 (equivalent to an aggregate of 3,857,704,009 Shares) (the “ 2016 General Mandate ”) and a general mandate to repurchase Shares up to a maximum 10% of the issued share capital of the Company as at 9 August 2016 (equivalent to an aggregate of 1,928,852,004 Shares) (the “ 2016 Repurchase Mandate ”).

As at the Latest Practicable Date, the 2016 General Mandate and the 2016 Repurchase Mandate had not been utilised and refreshed and they will expire upon 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 total number of Shares in issue as at the date of passing of the relevant resolution.

As at the Latest Practicable Date, the total number of Shares in issue was 19,288,520,047. Upon 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 3,857,704,009 Shares, representing 20% of the total number of Shares in issue as at the date of passing of the relevant resolution; and (ii) pursuant to the New Repurchase Mandate to repurchase 1,928,852,004 Shares, representing 10% of the total number of Shares in issue as at the date of 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 as 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

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, Mr. Tang Ching Ho, Ms. Yau Yuk Yin and Mr. Siu Kam Chau will retire as Directors by rotation at the AGM and, being eligible, offer themselves for re-election. Mr. Siu Kam Chau had served the Company as an independent non-executive Director for more than nine years and pursuant to Corporate Governance Code under Appendix 14 to the Listing Rules, his further appointment as an independent non-executive Director should be subject to a separate resolution to be approved by the Shareholders. Nonetheless, the Company believes that Mr. Siu Kam Chau can independently express opinions on the affairs and contribute to the growth of the Group for the reason that Mr. Siu continuously meeting the independence guidelines set out in Rule 3.13 of the Listing Rules and has not involved in any daily operation and management of the Group. Biographical details of each of Mr. Tang Ching Ho, Ms. Yau Yuk Yin and Mr. Siu Kam Chau required to be disclosed under the Listing Rules are set out in the Appendix II to this circular.

If a valid notice from a Shareholder to propose a person to stand for election as a Director at the AGM is received in accordance with the Bye-laws after the printing of this circular, the Company will issue a supplementary circular to inform Shareholders of the details of such additional candidate(s) proposed.

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.

– 7 –

LETTER FROM THE BOARD

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 refreshment of the WYT Scheme Mandate Limit; (ii) the grant of the New Issue Mandate and the New Repurchase Mandate; and (iii) the re-election of the retiring Directors, is set out on pages AGM-1 to AGM-6 of this circular.

The Directors are not aware of any Shareholder who is required to abstain from voting at the AGM. Pursuant to Rule 13.39(4) 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 in the manner prescribed under Rule 13.39(5) of the Listing Rules after the AGM.

A form of proxy for use by the Shareholders 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 Level 22, Hopewell Centre, 183 Queen’s Road East, 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.

RECOMMENDATION

The Directors are of the opinion that (i) the refreshment of the WYT Scheme Mandate Limit; (ii) the grant of the New Issue Mandate and the New Repurchase Mandate; and (iii) the re-election of the retiring Directors 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

– 8 –

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 total number of Shares in issue was 19,288,520,047 and there was no outstanding Share Option under the 2012 Share Option Scheme or any outstanding convertible notes or options carrying the rights to subscribe for any Shares.

Subject to the passing of the relevant ordinary resolution(s) as set out in the notice of the AGM, 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 up to 1,928,852,004 Shares pursuant to the New Repurchase Mandate.

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 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 2017 in the event that the New Repurchase Mandate is to be exercised in full at any time during the proposed repurchase period.

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.

– I-1 –

APPENDIX I

EXPLANATORY STATEMENT ON THE NEW REPURCHASE MANDATE

4. DIRECTORS, THEIR CLOSE ASSOCIATES AND CORE CONNECTED PERSONS

None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, any of their close 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 core 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 (as defined in the Takeovers Code) with him were interested or deemed to be interested in approximately 51.76% of the total number of Shares in issue. 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 57.51% of the total number of Shares in issue.

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 Shares (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 had traded on the Stock Exchange in each of the last twelve months are as follows:

	**Price per **	Share
Month	Highest	Lowest
	HK$	HK$
2016
July	0.088	0.065
August	0.079	0.062
September	0.074	0.064
October	0.082	0.064
November	0.077	0.066
December	0.071	0.066
2017
January	0.069	0.067
February	0.074	0.068
March	0.073	0.070
April	0.071	0.069
May	0.071	0.068
June	0.077	0.069
July (up to and including the Latest Practicable Date)	0.074	0.072

– I-3 –

APPENDIX II

DETAILS OF THE RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

The biographical details of Mr. Tang Ching Ho, Ms. Yau Yuk Yin and Mr. Siu Kam Chau, who are proposed, and being eligible, to be re-elected at the AGM are set out as follows:

EXECUTIVE DIRECTORS

Mr. Tang Ching Ho , SBS, JP , aged 55, is a co-founder of the Group, which was established in 1987, executive Director and the Chairman of the Company since November 1993. He is also an authorised representative and a member of the remuneration committee, the nomination committee, investment committee and the executive committee of the Company. He is responsible for the strategic planning, policy making and business development of the Group. He has extensive experience in corporate management. He is also the chairman of WYT. Mr. Tang is the committee member of the 12th National Committee of the Chinese People’s Political Consultative Conference (“ CPPCC ”) and is also appointed as a committee member and convener of the tenth and the eleventh plenary sessions of the CPPCC Guangxi Zhuang Autonomous Region Committee and the Life Chairman and the Chairman of Social Affairs of Federation of Hong Kong Guangxi Community Organisations Limited. He is the husband of Ms. Yau Yuk Yin, the Deputy Chairman of the Company.

Pursuant to the service agreement entered into between the Company and Mr. Tang, he is entitled to an annual remuneration of approximately HK$13.1 million together with an annual bonus on the basis of 3% of the audited consolidated net profit after taxation of the Group. Such fee is determined with reference to his duties as an executive Director. The term of Mr. Tang’s appointment is subject to retirement by rotation and re-election at any subsequent annual general meeting of the Company in accordance with the Bye-laws.

Save as disclosed above, Mr. Tang did not have any relationship with any other Directors, senior management, substantial Shareholders or controlling Shareholders, and Mr. Tang had not held any directorship in any other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the past three years. As at the Latest Practicable Date, Mr. Tang, together with his associates, held 9,984,356,772 Shares, representing approximately 51.76% of the total number of Shares in issue, within the meaning of Part XV of the SFO which includes personal interest of 28,026,339 Shares, 28,026,300 Shares held by his spouse, Ms. Yau Yuk Yin, an executive Director, 4,938,375,306 Shares held by a corporation wholly and beneficially owned by him and 4,989,928,827 Shares held by the Tang’s Family Trust of which Mr. Tang is the founder. Save as disclosed above, as at the Latest Practicable Date, he did not have any interest in the Shares within the meaning of Part XV of the SFO.

– II-1 –

APPENDIX II

DETAILS OF THE RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

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

Ms. Yau Yuk Yin , aged 55, is a co-founder of the Group, an executive Director and 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. Ms. Yau is responsible for the overall human resources and administration of the Group. She has over 24 years of extensive experience in human resources and administration management. Ms. Yau is the spouse of Mr. Tang Ching Ho, the chairman of the Group.

It was resolved by the remuneration committee and the Board, the Company entered into a revised service agreement with Ms. Yau to amend her monthly basic salary from HK$303,800 to HK$358,000 with effect from 1 July 2017 which is subject to yearly review, and she is also entitled to a yearly performance bonus on the basis of 1.5% of the audited consolidated net profit after taxation of the Group commencing from the financial year ending 31 March 2018 with reference to her experience, duties, responsibilities and contribution to the Group. The terms of Ms. Yau’s appointment is subject to the retirement by rotation and reelection at any subsequent annual general meeting of the Company in accordance with the provisions of the Bye-laws.

Save as disclosed above, Ms. Yau did not have any relationship with any other Directors, senior management, substantial Shareholders or controlling Shareholders, and Ms. Yau had not held any directorship in any other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the past three years. As at the Latest Practicable Date, Ms. Yau, together with her spouse and associates, held 9,984,356,772 Shares, representing approximately 51.76% of the total number of Shares in issue, within the meaning of Part XV of the SFO which includes personal interest of 28,026,300 Shares, 4,966,401,645 Shares held by her spouse, Mr. Tang Ching Ho, and 4,989,928,827 Shares held by the Tang’s Family Trust of which Ms. Yau is the beneficiary. Save as disclosed above, as at the Latest Practicable Date, he did not have any interest in the Shares within the meaning of Part XV of the SFO.

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

– II-2 –

APPENDIX II

DETAILS OF THE RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

INDEPENDENT NON-EXECUTIVE DIRECTOR

Mr. Siu Kam Chau , aged 52, joined the Group in September 2004 as an independent non-executive Director. He is a member of the audit committee, the nomination committee, the remuneration committee and the investment committee of the Company. Mr. Siu holds a Bachelor degree in Accountancy from The City University of Hong Kong. Mr. Siu is a Certified Public Accountant (Practising) and a fellow member of the Association of Chartered Certified Accountants and the Hong Kong Institute of Certified Public Accountants. Mr. Siu has over 27 years of working experience in auditing, accounting, company secretarial and corporate finance. He is currently an independent non-executive director of Deson Development International Holdings Limited, a company listed on the Main Board of the Stock Exchange. Mr. Siu resigned as executive director of Jun Yang Financial Holdings Limited (formerly known as Jun Yang Solar Power Investments Limited) and an independent non-executive director of China New Economy Fund Limited, both companies listed on the Main Board of the Stock Exchange, on 1 February 2016 and 22 October 2014, respectively. He also resigned as an independent non-executive director of China Demeter Investments Limited (formerly known as Oriental Unicorn Agricultural Group Limited), a company listed on the Growth Enterprise Market of the Stock Exchange, on 27 October 2014. Save as disclosed above, Mr. Siu did not hold any other directorship in listed public companies during the past three years preceding the Latest Practicable Date.

As at the Latest Practicable Date, Mr. Siu did not have any relationship with any other Directors, senior management, substantial or controlling Shareholders nor have interests in the Shares within the meaning of Part XV of the SFO. Also, as at the Latest Practicable Date, he did not hold any other positions with the Company or any member of the Group. Save as disclosed above, Mr. Siu had not held any directorship in any other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the past three years.

Pursuant to the service agreement entered into between the Company and Mr. Siu, his appointment is subject to the provisions of the Bye-laws and will be subject to the retirement by rotation and re-election at any subsequent annual general meeting of the Company. Mr. Siu is entitled to a Director’s fee of HK$120,000 per annum and will also be entitled to a fee in the amount of HK$20,000 per annum determined with reference to his duties as a member of the audit committee of the Company. 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 are not aware of any other matters regarding the re-election of Mr. Siu that needs to be brought to the attention of the Shareholders.

– II-3 –

NOTICE OF THE AGM

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 The Palace Rooms, Basement 1, The Royal Garden, 69 Mody Road, Tsim Sha Tsui East, Kowloon, Hong Kong on Tuesday, 29 August 2017 at 12:30 p.m. for the purpose of considering and, if thought fit, passing the following resolutions:

ORDINARY RESOLUTIONS

1. To receive, consider and adopt the audited consolidated financial statements and the reports of the directors and the auditors of the Company for the year ended 31 March 2017.

2. To consider, approve and declare a final dividend of HK0.5 cent per share for the financial year ended 31 March 2017.

3. To re-elect the following retiring directors:

4. (i) Mr. Tang Ching Ho as an executive director of the Company;

5. (ii) Ms. Yau Yuk Yin as an executive director of the Company;

6. (iii) Mr. Siu Kam Chau as an independent non-executive director of the Company; and

7. (iv) to authorise the board of directors (the ‘‘ Board ’’ or ‘‘ Directors ’’) to fix the remuneration of the Directors.

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

• For identification purpose only

– AGM-1 –

NOTICE OF THE AGM

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

1. ‘‘ THAT subject to and conditional upon the Listing Committee of The Stock Exchange of Hong Kong Limited granting the listing of, and permission to deal in, the shares of HK$0.01 each in the share capital of Wai Yuen Tong Medicine Holdings Limited (“ WYT ”), a listed 51.3%-owned subsidiary of the Company, to be issued pursuant to the exercise of the share options which may be granted under the WYT New Scheme Limit (as hereinafter defined), the refreshment of the scheme limit of WYT’s share option scheme adopted on 22 August 2013 and all other share option scheme(s) of WYT, up to 10% of the total number of shares of WYT in issue as at the date of passing of the resolution in the annual general meeting of WYT (the “ WYT New Scheme Limit ”) be and is hereby generally and unconditionally approved.”

2. (A) “ THAT :

3. (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 of the Company (the “ Shares ”) be and is hereby generally and unconditionally approved;

4. (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 total number of Shares in issue at the date of the passing of this resolution, and the said approval shall be limited accordingly; and

5. (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.”

– AGM-2 –

NOTICE OF THE AGM

(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);

• (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,

– AGM-3 –

NOTICE OF THE AGM

shall not exceed the aggregate of (aa) 20% of the total number of Shares 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 total number of Shares 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-4 –

NOTICE OF THE AGM

• (C) “ THAT conditional upon the passing of the resolutions numbered 6(A) and 6(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 6(B) above be and is hereby extended by the addition to the aggregate number of Shares 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 6(A) above, provided that such amount shall not exceed 10% of the total number of Shares in issue at the date of the passing of this resolution.”

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, 28 July 2017

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

Head office and principal place of business in Hong Kong: Suite 3202, 32/F., Skyline Tower 39 Wang Kwong Road Kowloon Bay Kowloon Hong Kong

• For identification purpose only

– AGM-5 –

NOTICE OF THE AGM

Notes:

1. A form of proxy for use at the AGM is enclosed.

2. The register of members of the Company will be closed from Thursday, 24 August 2017 to Tuesday, 29 August 2017 (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, Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong for registration not later than 4:30 p.m., Wednesday, 23 August 2017.

3. The register of members of the Company will be closed from Tuesday, 5 September 2017 to Wednesday, 6 September 2017 (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, Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong for registration not later than 4:30 p.m., Monday, 4 September 2017.

4. 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.

5. 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, Level 22, Hopewell Centre, 183 Queen’s Road East, 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).

6. 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.

7. 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.

8. All of the above resolutions will be voted by way of a poll at the AGM.

– AGM-6 –